AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D, N-4, 1997-11-20

AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D
N-4, 1997-11-20

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Registration Nos. 333-
811-2441

As filed with the Commission on November 20, 1997

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

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

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 64 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.

<PAGE>

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the Registration Statement

Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file
another amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.

<PAGE>

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

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

PART A
Showing Location of Information in Prospectuses

<CAPTION>
Form N-4
Item No. Prospectus Caption
--------- -------------------
<S> <C>
1. Cover Page. . . . . . . . . . . . . . . . . . . . . . Cover Page

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

3. Synopsis or Highlights. . . . . . . . . . . . . . . . Not Applicable

4. Condensed Financial Information . . . . . . . . . . . Cover Page; Performance Information
Financial Information3

5. General Description of Registrant,
Depositor and Portfolio Companies . . . . . . . . . . AGL; Separate Account D; The Series;
Cover Page

6. Deductions and Expenses . . . . . . . . . . . . . . . Charges Under the Contracts

7. General Description of Variable
Annuity Contracts . . . . . . . . . . . . . . . . . . Communications to us; Transfer,
Automatic Rebalancing, Surrender and
Partial Withdrawal of Owner Account
Value; Owners, Annuitants and Bene-
ficiaries; Assignments; Rights Reserved by
Us
</TABLE>

<PAGE>

<TABLE>
PART A

<CAPTION>
Form N-4
Item No. Prospectus Caption
--------- -------------------
<S> <C>
8. Annuity Period. . . . . . . . . . . . . . . . . . . . Annuity Period and Annuity Payment Op-
tions

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

10. Purchases and Contract Value. . . . . . . . . . . . . Contract Issuance and Purchase
Payments; Variable Account Value; Dis-
tribution Arrangements; One-Time Re-
instatement Privilege

11. Redemptions . . . . . . . . . . . . . . . . . . . . . Transfer, Automatic Rebalancing,
Surrender and Partial Withdrawal of Owner
Account Value; Annuity Payment Options;
Contract Issuance and Purchase Payments;
Payment and Deferment; Cancellations

12. Taxes . . . . . . . . . . . . . . . . . . . . . . . . Federal Income Tax Matters; 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 In-
formation
</TABLE>

<PAGE>

<TABLE>
PART B

Showing Location of Information in Statement of Additional Information

<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*

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

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

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

23. Financial Statements. . . . . . . . . . . . . . . . . Financial Statements
<FN>
* 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.

<PAGE>

[DATE]

AMERICAN GENERAL LIFE INSURANCE COMPANY

PROFILE OF THE SELECT RESERVE(TM)
COMBINATION FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT

This Profile is a summary of some of the more important points that you should
know and consider before purchasing the Contract. The Contract is more fully
described in the Prospectus that accompanies this Profile. Please read the
Prospectus carefully.

1. THE ANNUITY CONTRACT. The Select Reserve(TM) Contract ("Contract") is a
combination fixed and variable deferred annuity issued by American General
Life Insurance Company ("AGL"). It is primarily designed to provide for
retirement income through the investment of after-tax money in Non-Qualified
annuities during an accumulation phase. Due to the Contract's substantial
minimum initial premium of $50,000, the Contract may not be suitable for many
tax-qualified plan programs. However, you may use the Contract for such
programs, such as a rollover individual retirement annuity.

Through the Divisions of AGL's Separate Account D, you may invest in one or
more of the investment series listed in Section 4, below. You may also invest
in Guarantee Periods in AGL's Fixed Account.

The Divisions offer an opportunity to realize better returns than those
guaranteed under the Guarantee Periods. However, the Divisions involve risk,
and you can lose money. The Guarantee Periods provide guaranteed interest
rates that we have set and a guarantee of principal. You may make transfers
among the Divisions and Guarantee Periods.

The Contract has an accumulation phase and an annuity phase. During the
accumulation phase, earnings accumulate on a tax-deferred basis and are taxed
as income when you make a withdrawal. During the annuity phase, when you begin
receiving regular annuity payments, a portion of each payment is taxable.
There are a number of distribution methods available during the accumulation
phase and during the annuity phase.

The amount accumulated under your Contract during the accumulation phase will
determine the amount of annuity payments during the annuity phase.

2. ANNUITY PAYMENTS. When you are ready to start receiving income, your
Contract's value may be applied to any one of the following annuity payout
options (these descriptions assume that you are the annuitant): (1) Life
Annuity - monthly payments during your life; (2) Life Annuity - Period Certain
monthly payments, during your life, but with payments continuing to the
beneficiary for the balance of the 10, 15 or 20 years (as you choose) if you
die before the end of the chosen period; (3) Joint and Last Survivor-Life -
monthly payments during your life and the life of another payee, with payments
continuing during the lifetime of the survivor; (4) Certain Period - monthly
payments to you or another payee and on your death or the death of the other
payee to a beneficiary for a specified period of time between 5 and 40 years,
with no life contingencies; (5) Specified Dollar Amount - monthly payments in
amounts not less than $125 nor more than $200 per year for each $1,000 of the
original amount due, with the balance to a beneficiary if the person receiving
the payments dies prior to their completion.

Page One

<PAGE>

With the exception of option 5, you may choose annuity payments under the
above options to be made on a fixed basis, or on a variable basis, where the
dollar amount of your payments will depend upon the investment performance of
the Divisions. Option 5 is available only on a fixed basis. A payee receiving
variable (but not fixed) annuity payments under option 4 may elect at any time
to terminate the option and receive the commuted value of the annuity.

3. PURCHASE. You can purchase a contract by submitting an application. The
minimum initial purchase payment under the Contract is $50,000 or more. You
may contribute additional amounts of $5,000 or more at any time during the
accumulation phase.

4. INVESTMENT OPTIONS. Through the Divisions, you may invest in any or all of
the following series of the indicated funds:

<TABLE>
MUTUAL FUND SERIES

<CAPTION>
AMERICAN GENERAL SERIES HOTCHKIS AND WILEY LEVCO SERIES TRUST
PORTFOLIO COMPANY VARIABLE TRUST ------------------
----------------------- ------------------
<S> <C> <C>
LEVCO Equity Value Fund
Money Market Fund Equity Income VIP
Portfolio
Low Duration VIP
Portfolio
</TABLE>

<TABLE>
<CAPTION>
NAVELLIER VARIABLE OFFITBANK VARIABLE ROYCE CAPITAL FUND WRIGHT MANAGED BLUE
INSURANCE SERIES INSURANCE FUND, INC. ------------------ CHIP SERIES TRUST
FUND, INC. -------------------- --------------------
------------------
<S> <C> <C> <C>
Navellier Growth OFFITBANK VIF- Royce Premier Wright International
Portfolio Emerging Markets Portfolio Blue Chip Portfolio
Fund Royce Total Return Wright Selected Blue
OFFITBANK VIF- Portfolio Chip Portfolio
High Yield Fund
OFFITBANK VIF-
Total Return Fund
OFFITBANK VIF-
U.S. Government
Securities
</TABLE>

You may also invest in a Guarantee Period. Currently, AGL offers a one-year
Guarantee Period.

5. EXPENSES. Contract expenses are as follows: A daily charge is deducted for
mortality and expense risks at an annual rate of 0.62%, and a daily charge is
deducted for administration expenses at an annual rate of 0.04%, of the
average daily net asset value of a Division.

There are also investment series charges, which range from ____% to ____% of
the average annual assets of the investment series listed in Section 4, above,
depending on the series involved. Charges for state premium and other
applicable taxes ("premium taxes") may also apply at the time you elect to
start receiving income annuity payments.

Page Two

<PAGE>

The following chart sets forth the charges in the Contract, as follows: The
first two columns show the Contract charges and the series charges,
respectively. The third column, the "Total Annual Charges" column, shows the
combined total of the charges in the first two columns. The last two columns
provide two examples of the charges, in dollars, that you would pay under a
Contract, assuming that you invested $1,000 in a Contract that earns 5%
annually and that you withdraw your money: (1) at the end of year 1, and (2)
at the end of year 10. The column for year 1 shows the total annual charges
for that year. The column for year 10 shows the aggregate of all the annual
charges assessed for the 10 years. The examples assume that there are no
charges for premium taxes.

For newly formed series, charges have been estimated. The charges reflect any
expense reimbursement or waiver. For more detailed information, see the Fee
Table in the prospectus.

6. TAXES. Usually, you pay taxes on your earnings only when distributions are
made from your Contract. In addition, prior to age 59 1/2, you may pay a 10%
penalty on the taxable portion of distributions received.

7. ACCESS TO YOUR MONEY. Prior to the annuity starting date, you may receive
distributions under your Contract through the following withdrawal options:
(1) Partial Withdrawals of at least $100 may be taken at any time, and (2)
Systematic Withdrawals paid monthly, quarterly or annually, subject to a $100
minimum for each payment.

You also have access to your Contract's value by surrendering the Contract.
You may do this at any time prior to the annuity starting date. During the
annuity payout period, a person receiving variable payments, under a certain
period option, may also surrender the Contract. Withdrawals and surrenders may
be subject to income tax and a tax penalty.

8. PERFORMANCE. Prior to the annuity starting date, your Contract's value in
the Divisions may fluctuate, reflecting the investment performance of the
Divisions you have selected. The following chart shows total returns for each
Division for the time periods specified. The chart reflects all of the charges
in the third column of the chart in section 5., above. If included, premium
taxes would reduce the performance numbers shown below. Past performance is
not a guarantee of future results.

Page Three

<PAGE>

<TABLE>
<CAPTION>
CALENDAR YEAR

DIVISION 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

</TABLE>

9. DEATH BENEFIT. If you die before the annuity starting date, the beneficiary
will receive a death benefit. The death benefit is the Contract value at the
time we receive proof of death and written request of manner of payment, less
premium taxes. If death occurs prior to age 81, the death benefit is the
greater of (1) the death benefit in the preceding sentence or (2) the sum of
all premiums you have paid under the Contract, less any partial withdrawals
and premium taxes.

10. OTHER INFORMATION.

TAX-QUALIFIED PLANS. Please consult your tax adviser before purchasing a
Contract in a rollover from an existing tax Qualified retirement plan,
including another individual retirement account or annuity under Section 408
of the Internal Revenue Code. Any discussion of taxes in this Profile does not
apply to such a Contract.

FREE LOOK. You can examine the Contract for a period of 10 days after you
receive it, and return it to us for a refund. The free look period is longer
in some states. Your refund will equal your Contract's value, reflecting any
investment gain or loss in the Divisions you have specified.

AUTOMATIC REBALANCING. You can have your money automatically rebalanced among
the Divisions quarterly, semiannually, or annually in order to retain the
proportional investments you select.

REPORTS. We will mail to Contract owners or annuitants any reports and
communications required by applicable law or regulation. The toll-free number
for daily Division values is 1-800-813-5065.

11. INQUIRIES. If you need more information, please contact your registered
representative. You may also contact us, at:

American General Life Insurance Company
Annuity Administration Department
P.O. Box 1401
Houston, Texas 77251-1401
Telephone 1-800-813-5065 and 1-713-831-3505

Page Four

<PAGE>

SELECT RESERVE(TM)
COMBINATION FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS
OFFERED BY
AMERICAN GENERAL LIFE INSURANCE COMPANY
ANNUITY ADMINISTRATION DEPARTMENT
P.O. BOX 1401, HOUSTON, TEXAS 77251-1401
1-800-813-5065 713/831-3505

American General Life Insurance Company ("AGL") is offering the flexible
payment deferred individual annuity SELECT RESERVETM 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
following investment companies:

<TABLE>
MUTUAL FUND SERIES

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 ____________, is incorporated by reference
into this Prospectus. The "Table of Contents" of the Statement appears at page
___ of this Prospectus. You may obtain a free copy of the Statement upon
written or oral request to AGL's Annuity Administration Department in our Home
Office, which is located at 2727-A Allen Parkway, Houston, Texas

<PAGE>

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 REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY CURRENT FUND PROFILES OF THE
AMERICAN GENERAL SERIES PORTFOLIO COMPANY, HOTCHKIS AND WILEY VARIABLE TRUST,
LEVCO SERIES TRUST, NAVELLIER VARIABLE INSURANCE SERIES FUND, INC., OFFITBANK
VARIABLE INSURANCE FUND, INC., ROYCE CAPITAL FUND, AND WRIGHT MANAGED BLUE
CHIP SERIES TRUST. FULL PROSPECTUSES FOR THE FUNDS ARE AVAILABLE UPON REQUEST
WITHOUT CHARGE. A FULL PROSPECTUS FOR ANY FUND CHOSEN AS AN INVESTMENT OPTION
WILL BE FURNISHED WITH THE CONFIRMATION OF CONTRACT PURCHASE.

PROSPECTUS DATED ___________________

<PAGE>

<TABLE>
CONTENTS

<S> <C>
Glossary..................................................................
Fee Table.................................................................
Communications to Us......................................................
Performance Information...................................................
Financial Ratings.......................................................
Other Information.......................................................
Financial Information.....................................................
AGL.......................................................................
Separate Account D........................................................
The Series ...............................................................
Voting Privileges.......................................................
The Fixed Account.........................................................
Contract Issuance and Purchase Payments...................................
Cancellations.............................................................
Owner Account Value.......................................................
Variable Account Value..................................................
Fixed Account Value.....................................................
Transfer, Automatic Rebalancing, Surrender and Partial Withdrawal of
Owner....................................................................
Account Value...........................................................
Transfers...............................................................
Automatic Rebalancing...................................................
Surrenders and Partial Withdrawals......................................
Annuity Period and Annuity Payment Options................................
Annuity Commencement Date...............................................
Application of Owner Account Value......................................
Fixed and Variable Annuity Payments.....................................
Annuity Payment Options.................................................
Transfers...............................................................
Death Proceeds............................................................
Death Proceeds Prior to the Annuity Commencement Date...................
Death Proceeds After the Annuity Commencement Date......................
Proof of Death..........................................................
Charges Under the Contracts...............................................
Premium Taxes...........................................................
Transfer Charges........................................................
Charge to Separate Account D............................................
Miscellaneous...........................................................
Systematic Withdrawal Plan .............................................
One-Time Reinstatement Privilege........................................
Reduction in Administrative Expense Charge..............................
Other Aspects of the Contracts............................................
Owners, Annuitants and Beneficiaries; Assignments.......................
Reports.................................................................

<PAGE>

Rights Reserved by Us...................................................
Payment and Deferment...................................................
Federal Income Tax Matters................................................
General.................................................................
Limitations Imposed by Retirement Plans and Employers...................
Non-Qualified Contracts.................................................
Individual Retirement Annuities ("IRAs")................................
Roth IRAs.................................................................
Simplified Employee Pension Plans.......................................
Simple Retirement Accounts..............................................
Other Qualified Plans...................................................
Private Employer Unfunded Deferred Compensation Plans...................
Excess Distributions - 15% Tax..........................................
Federal Income Tax Withholding and Reporting............................
Taxes Payable by AGL and Separate Account D.............................
Distribution Arrangements.................................................
Legal Matters.............................................................
Other Information on File.................................................
Contents of Statement of Additional Information...........................
</TABLE>

<PAGE>

GLOSSARY

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

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

ACCOUNT VALUE. The sum of the Fixed Account Value and the Variable Account
Value after deduction of any fees. The Fixed Account Value is the sum of net
purchase payments and transfers into the Fixed Account, plus accumulated
interest, less any partial withdrawals and transfers out of the Fixed Account.
The Variable Account Value is the sum of the values of the Separate Account
Divisions. The value of a Separate Account Division is the value of a
Division's Accumulation Unit multiplied by the number of Accumulation Units in
that Division.

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

ADMINISTRATIVE EXPENSE CHARGE. An annual charge incurred by Separate Account D
which we receive to reimburse us for administrative expenses.

AGE. Age last birthday unless otherwise stated.

ANNUITANT. The person upon whose date of birth and sex income payments are
based. (Upon whose date of birth income payments are based if issued on a
Unisex basis).

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 entitled to receive benefits in the event the Owner
or Annuitant dies. If no named Beneficiary or Contingent Beneficiary is living
at the time any payment is to be made, the Owner shall be the Beneficiary, or
if the Owner is not living, the Owner's estate shall be the Beneficiary.

CODE. The Internal Revenue Code of 1986, as amended.

CONTINGENT ANNUITANT. A person named by the Owner of a Non-Qualified Contract
to become the Annuitant if: (1) the Annuitant dies before the Annuity
Commencement Date; and (2) the Contingent Annuitant is then living. A
Contingent Annuitant may not be named except at the time of application. Once
named, the choice may not be revoked or replaced. If a Contingent Annuitant
dies, a new Contingent Annuitant may not be named. After Annuity Payments
start, a Contingent Annuitant may not become 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.

<PAGE>

CONTRACT. An individual annuity Contract offered by this Prospectus.

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

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

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

FIXED ACCOUNT. An investment account providing for allocations to earn
interest at a guaranteed rate for a guaranteed period.

FIXED ACCOUNT VALUE. The amount of your Account Value which is in the Fixed
Account. FIXED ANNUITY PAYMENTS. Annuity payments that are fixed in amount and
do not vary with the investment experience of any Division of Separate Account
D.

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; 1-800-813-5065 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 or fund of a mutual fund available for
investment under the Contracts. Currently, the series available under the
Contracts are part of the American General Series Portfolio Company, Hotchkis
and Wiley Variable Trust, , LEVCO Series Trust, Navellier Variable Insurance
Series Fund, Inc., OFFITBANK Variable Insurance Fund, Inc., Royce Capital
Fund, and Wright Managed Blue Chip Series Trust.

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

<PAGE>

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.

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

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

<PAGE>

FEE TABLE

The purpose of this Fee Table is to assist you in understanding the
various costs and expenses that you will bear directly or indirectly pursuant
to a Contract and in connection with the 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%
Surrender Charge................................................. 0%
Transfer Charge.................................................. $0 (1)

ANNUAL CONTRACT FEE...................................................... $0

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

Mortality and Expense Risk Charge................................ 0.62%
Administrative Expense Charge.................................... 0.04%
-----
Total Separate Account D Annual Expenses....................... 0.66%
=====
<FN>
(1) 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."
</FN>
</TABLE>

<PAGE>

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

<CAPTION>
Management Other
Fees After Expenses Total Series
Expense After Expense Operating
Reimbursement Reimbursement Expenses
------------- ------------- -------------
<S> <C> <C> <C>
Equity Income VIP (2) _____ _____ _____
LEVCO Equity Value _____ _____ _____
Low Duration VIP (2) _____ _____ _____
Navellier Growth _____ _____ _____
OFFITBANK VIF-Emerging Markets _____ _____ _____
OFFITBANK VIF-High Yield _____ _____ _____
OFFITBANK VIF-Total Return _____ _____ _____
OFFITBANK VIF-U. S. Government Securities _____ _____ _____
Royce Premier _____ _____ _____
Royce Total Return _____ _____ _____
Wright International Blue Chip (2) _____ _____ _____
Wright Selected Blue Chip (2) _____ _____ _____
Money Market (2) _____ _____ _____

<FN>
(1) The annual expenses are estimated for the current fiscal year for the
LEVCO Equity Value, Navellier Growth, OFFITBANK VIF-Emerging Markets,
OFFITBANK VIF-High Yield, OFFITBANK VIF-Total Return, OFFITBANK VIF-U.S.
Government Securities, Royce Premier and Royce Total Return Series,
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 because 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>
Equity Income VIP ____ ____ ____
Low Duration VIP ____ ____ ____
Wright International Blue Chip ____ ____ ____
Wright Selected Blue Chip ____ ____ ____
Money Market ____ ____ ____
</TABLE>

EXAMPLE (3) Whether or not you surrender or annuitize 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>
Equity Income VIP _____ _____ _____ _____
LEVCO Equity Value _____ _____ _____ _____
Low Duration VIP _____ _____ _____ _____
Navellier Growth _____ _____ _____ _____
OFFITBANK VIF-Emerging Markets _____ _____ _____ _____

<PAGE>

OFFITBANK VIF-High Yield _____ _____ _____ _____
OFFITBANK VIF-Total Return _____ _____ _____ _____
OFFITBANK VIF-U. S. Government Securities _____ _____ _____ _____
Royce Premier _____ _____ _____ _____
Royce Total Return _____ _____ _____ _____
Wright International Blue Chip _____ _____ _____ _____
Wright Selected Blue Chip _____ _____ _____ _____
Money Market _____ _____ _____ _____

<FN>
(3) In this Example, "N/A" indicates that SEC rules require that the LEVCO
Equity Value, Navellier Growth, OFFITBANK VIF-Emerging Markets, OFFITBANK
VIF-High Yield, OFFITBANK VIF-Total Return, OFFITBANK VIF-U.S. Government
Securities, Royce Premier and Royce Total Return complete the Example for
only the one and three year periods.
</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.

COMMUNICATION 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 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" and "cumulative total
return." The ______________, and ______________ may also advertise "yield."
The ______________ 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 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. Cumulative total return figures represent the
cumulative change in value of an investment in a Division for various periods.

<PAGE>

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 and the
Administrative Expense Charge.

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 will appear 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 or report to Owners its ratings as an insurance company
by the A. M. Best Company. Each year, A. M. Best reviews the financial status
of thousands of insurers, culminating in the assignment of Best's Ratings.
These ratings reflect their current opinion of the relative financial strength
and operating performance of an insurance company in comparison to the norms
of the life/health industry. Best's Ratings range from A++ to F. An A++ rating
means, in the opinion of A. M. Best, that the insurer has demonstrated the
strongest ability to meet its respective policyholder and other contractual
obligations. A. M. Best publishes Best's Insurance Reports, Life-Health
Edition. The 1997 Edition reaffirmed AGL's rating of A++ (Superior), as of
July 1997 for financial position and operating performance.

In addition, the claims-paying ability of AGL as measured by the Standard &
Poor's Corporation may be referred to in advertisements or in reports to
Owners. A Standard & Poor's insurance claims-paying ability rating is an
assessment of an operating insurance company's financial capacity to meet the
obligations of its insurance policies in accordance with their terms. Standard
& Poor's ratings range from AAA to D. The Company's claims paying ability is
AA+ (Excellent), as of June 1997.

AGL may additionally advertise its rating from Duff & Phelps Credit Rating Co.
A Duff & Phelps rating is an assessment of a company's insurance claims paying
ability. Duff & Phelps ratings range from AAA to CCC. Duff & Phelps rates the
claims paying ability of AGL as AAA, the highest level, reaffirmed as of
August 1997.

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

<PAGE>

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."

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 56 Divisions, 13 of which are available under the Contracts
offered by this Prospectus, and 43 of which are available under contracts
funded through Separate Account D, but not 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 13 Divisions of
the Separate Account. These Divisions invest in shares of one series of
American General Series Portfolio Company, two series of Hotchkis and Wiley
Variable Trust, one series of LEVCO Series Trust, one series of Navellier
Variable Insurance Series

<PAGE>

Fund, Inc., four series of OFFITBANK Variable Insurance Fund, Inc., two series
of Royce Capital Fund,and two series of Wright Managed Blue Chip Series Trust
(collectively, the "Underlying Funds"). The Underlying Funds 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 Underlying Funds offer shares to variable annuity and variable
life insurance separate accounts of insurers that are not affiliated with AGL.

<PAGE>

We do not foresee any disadvantage to Owners of Contracts arising out of
these arrangements. Nevertheless, differences in treatment under tax and other
laws, as well as other considerations, could cause the interests of various
owners to conflict. For example, violation of the federal tax laws by one
separate account investing in one of the Underlying Funds could cause the
contracts funded through another separate account to

<PAGE>

lose their tax deferred status, unless remedial action were taken. If a
material irreconcilable conflict arises between separate accounts, a separate
account may be required to withdraw its participation in one of the Underlying
Funds. If it becomes necessary for any separate account to replace shares of
one of the Underlying Funds with another investment, one of the Underlying
Funds may have to liquidate portfolio securities on a disadvantageous basis.
At the same time, the Boards of Directors or Boards of Trustees of the
Underlying Funds and we will monitor events for any material irreconcilable
conflicts that may possibly arise and determine what action, if any, should be
taken to remedy or eliminate the conflict.

The Series of the investment companies, along with management and investment
objective information, are as follows:

<TABLE>
<CAPTION>
INVESTMENT INVESTMENT
COMPANY SERIES ADVISOR/MANAGER
---------------------------------------- ------------------------------ -----------------------------------
<S> <C> <C>
American General Series Portfolio o Money Market Fund Variable Annuity Life Insurance
Company Company

Hotchkis and Wiley Variable Trust o Equity Income VIP Hotchkis and Wiley
Portfolio
o Low Duration VIP
Portfolio
LEVCO Series Trust o LEVCO Equity Value John A. Levin and Company, Inc.
Fund

Navellier Variable Insurance Series o Navellier Growth Navellier Management, Inc.
Fund, Inc. Portfolio

OFFITBANK Variable Insurance Fund, Inc. o OFFITBANK VIF-Emerging OFFITBANK
Markets Fund
o OFFITBANK VIF-High Yield
Fund
o OFFITBANK VIF-Total
Return Fund
o OFFITBANK VIF- U.S.
Government Securities
Fund
Royce Capital Fund o Royce Premier Portfolio Royce and Associates, Inc.
o Royce Total Return
Portfolio

Wright Managed Blue Chip Series Trust o Wright International Blue Wright Investors Service, Inc.
Chip Portfolio
o Wright Selected Blue Chip
Portfolio
</TABLE>

<TABLE>
<CAPTION>
SERIES INVESTMENT OBJECTIVE
----------------------- ---------------------------------------------------------------------------------
<S> <C>
Equity Income VIP This Portfolio seeks to provide current income and long-term growth of income,
Portfolio accompanied by growth of capital. The Portfolio invests in domestic equity
securities.
LEVCO Equity Value This Fund seeks to achieve long-term growth of capital through an emphasis on the
Fund preservation of capital and an attempt to control volatility as measured
against the Standard & Poor's Composite 500 Stock Index.

Low Duration VIP This Portfolio seeks to maximize total return, consistent with preservation of
Portfolio capital. The Portfolio invests in a diversified portfolio of
fixed-income securities of varying maturities with a portfolio duration of one to
three years.
Navellier Growth This Portfolio seeks to achieve long-term growth of capital primarily through
Portfolio investment in companies with appreciation potential.

OFFITBANK VIF- This Fund seeks to provide investors with a competitive total investment return
Emerging Markets by focusing on current yield and opportunities for capital appreciation primarily
Fund by investing in corporate and sovereign debt securities of emerging market
countries.

OFFITBANK VIF- This Fund seeks high current income with capital appreciation as a secondary
High Yield Fund objective.

OFFITBANK VIF- This Fund seeks to maximize total return from a combination of capital
Total Return Fund appreciation and current income.

OFFITBANK VIF- This Fund seeks current income consistent with preservation of
U.S. Government capital.
Securities Fund

Royce Premier This Portfolio seeks primarily long-term growth and secondarily current income.
Portfolio It seeks to achieve these objectives through investments in a limited portfolio
of common stocks and convertible securities of companies viewed by Royce and
Associates, Inc. as having superior financial characteristics and/or unusually
attractive business prospects.

Royce Total Return This Portfolio seeks an equal focus on both long-term growth of capital and
Portfolio current income. It seeks to achieve this objective through investments in a
broadly diversified portfolio of dividend-paying common stocks of companies
selected on a value basis.

Wright International This Portfolio seeks long-term capital appreciation by investing primarily in
Blue Chip Portfolio equity securities of well-established, non-U.S. companies that meet the Advisor's
quality standards.

Wright Selected Blue This Portfolio seeks long-term capital appreciation and, as a secondary
Chip Portfolio objective, reasonable current income by investing primarily in equity securities
of well-established U.S. companies that meet the Advisor's quality standards.

Money Market Fund This Fund seeks liquidity, protection of capital and current income through
investments in short-term money market instruments.

SHARES OF THE MONEY MARKET FUND ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE IS NO ASSURANCE THAT THIS FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
</TABLE>

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.

Before selecting any Division, you should carefully read the Fund Profile
for the Underlying Fund 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 a Series of the Underlying Funds and information about the
experience of the investment advisers to that Series of the Underlying Funds
in the Fund Profile for that particular Underlying Fund that accompanies this
prospectus. Additionally, you may obtain, free of charge, copies of the full
prospectus and Statement of Additional Information for an Underlying Fund by
contacting AGL's Annuity Administration Department at the addresses and phone
number set forth on the cover page of this Prospectus. When making your
request, please specify the single or the several Series of the Underlying
Fund in which you are interested.

High yielding fixed-income securities such as those in which the
___________ 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
Fund Profile 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 attributable 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

<PAGE>

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.

THE FIXED ACCOUNT

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

Our obligations with respect to the Fixed Account are legal obligations
of 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.

The Fixed Account is not available under Contracts purchased in Oregon.

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 15 days prior to or 15 days after 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 Guarantee Period. We will notify the Owner at
least 30 days and not more than 60 days prior to the end of any Guarantee
Period. If the Owner's Account Value in a Guarantee Period is less than $500,
we reserve the right to automatically transfer without charge, the balance to
the Money Market Division at the end of that Guarantee Period, unless we have
received in good order Written instructions to transfer such balance to a
different Division.

We declare the Guaranteed Interest Rates from time to time as market
conditions dictate. We advise an Owner of the Guaranteed Interest Rate for a
chosen Guarantee Period at the time a purchase payment is received, a transfer
is effectuated or a Guarantee Period is renewed. A different rate of interest
may be credited to one Guarantee Period than to another Guarantee Period that
is the same length but that began on a different date. 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 Guarantee Period with respect to that amount, which will earn
a

<PAGE>

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 $50,000. The amount of any
subsequent purchase payment allocated to any Division or Guarantee Period must
be at least $5,000. 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 American General Securities Incorporated ("AGSI"). 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 $10,000, 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 $10,000, you need make
no further purchase payments. You may, however, elect to make subsequent
purchase payments at any time prior to the Annuity Commencement Date and while
the Owner and Annuitant are still living. Checks for subsequent purchase
payments should be made payable to American General Life Insurance Company and
forwarded directly to our Home Office. We also accept purchase payments by
wire or by exchange from another insurance company. You may obtain further
information about how to make purchase payments by either of these methods
from your

<PAGE>

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.

CANCELLATIONS

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 10th day
after you receive the Contract. (In some cases, the Contract may provide for a
20 or 30 day, rather than a 10 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 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.

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.

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

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

Prior to the Annuity Commencement Date and after the first 30 days
following the date the Contract was issued, you may make up to 12 transfers
each Contact Year without charge, but additional transfers will be subject to
a $25 charge. After the Annuity Commencement Date, you may make up to six
transfers each contract year. There will be no charge for such transfers.
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 in connection with an automatic
transfer plan, also known as dollar cost averaging, described in the next
paragraph,, 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 on a monthly, quarterly, semi-annual or
annual basis. Transfers under such automatic transfer plan will not count
towards the 12 free transfers each Contract Year, and will not incur a $25
charge. You may obtain additional information about how to establish an
automatic transfer plan from your sales representative or from us at the
telephone numbers and addresses on the front cover of this Prospectus.

If the person or persons that are entitled to make transfers have
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

<PAGE>

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 1-800-813-5065.

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 first 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 state and local 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
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. Your request for a partial
withdrawal may not be honored if it would reduce the Account Value below
$10,000. 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, plus any Surrender
Charge, and premium tax if applicable, payable upon the partial withdrawal.
The amount payable to you, therefore, will be the amount of the withdrawal
request.

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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 plan 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 between the Annuitant's 50th and 99th birthday, inclusive,
but at least ten years after issue date. With AGL approval, the Annuity
Commencement Date may occur prior to the Annuitant's 50th birthday.
(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.

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. Subject to any such
adjustments, your Variable and Fixed Account Values 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

<PAGE>

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 Commencement 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 proceed as follows: (1) if the scheduled Annuity Commencement
Date is any date prior to the Annuitant's ninety-ninth birthday, we will
extend the Annuity Commencement Date to the Annuitant's ninety-ninth birthday;
or (2) if the scheduled Annuity Commencement Date is the Annuitant's
ninety-ninth 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 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 state and local 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

<PAGE>

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.

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
40. 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

<PAGE>

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

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

TRANSFERS

After the Annuity Commencement Date, the Annuitant or other
properly-designated payee may make six transfers every contract year 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 dec`eased Owner was also the
Annuitant (however, if the Beneficiary is the Owner's surviving spouse, or the
Owner's surviving spouse is a joint Owner, then the surviving spouse may elect
to continue the Contract as described in the third paragraph below). The death
proceeds, prior to the deceased's 81st birthday and prior to deduction of any
applicable state and local premium taxes, will equal the greater of (1) or
(2), as follows: (1) the sum of all net purchase payments made (gross purchase
payment less any previously-deducted premium taxes and all prior partial
withdrawals), or (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 (less any previously deducted state and
local premium taxes).

On or after the deceased's 81st birthday, the death proceeds will be the
Owner's Account Value (less any previously deducted state and local premium
taxes) as of the end of the Valuation Period in which we receive, at our Home
Office, proof of death and the direction as to the manner of payment. 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 direction in from the
Beneficiary as to the manner of payment.

If the Owner has not already done so, the Beneficiary may, within 60 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

<PAGE>

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. This election is also available to the
surviving spouse who is a joint Owner, though not the Beneficiary. In this
case, the surviving spouse will be treated as the Beneficiary, and any other
designation of Beneficiary will not be recognized by the Company. 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." Also, 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. Under a parallel section of the Code, similar
requirements apply to the retirement plans in connection with which Qualified
Contracts are issued. 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.

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 any state or local
premium taxes . 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 or local 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.

<PAGE>

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.

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.

CHARGE TO SEPARATE ACCOUNT D

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 0.66% (which we may change, but which will never exceed 0.66%) of the
average daily net asset value of Separate Account D attributable to the
Contracts. Of this amount, 0.04% is for administrative expenses and 0.62% 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 (the
"Administrative Expense Charge"), but we do expect to derive a profit from the
portion which is for the assumption of mortality and expense risks. There is
no necessary relationship between the amount of administrative charges imposed
on a given Contract and the amount of expenses actually attributable to that
Contract.

In assuming the mortality risk, we are subject to the risk that our
actuarial estimate of mortality rates may prove erroneous and that Annuitants
will live longer than expected, or that more Owners or Annuitants than
expected will die at a time when the death benefit guaranteed by us is higher
than the net surrender value of their interests in the Contracts. In assuming
the expense risk, we are subject to the risk that the revenues from the
Administrative Expense Charge under the Contracts (which charge is 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.

Each of the investment advisors or managers listed on page ____ of this
Prospectus will reimburse us, on a monthly basis, for certain administrative,
contract and contract owner support expenses, up to an annual rate of 0.25% of
the average daily net asset value of shares of the Series purchased by AGL at
the instruction of Owners. These reimbursements are by the investment advisors
or managers, and will not be paid by the Series, the Divisions or the Owners.

ONE-TIME REINSTATEMENT PRIVILEGE

If the Account Value is at least $5,000, the Owner may elect to reinvest
all of the proceeds that were previously liquidated from the Contract within
the past 30 days. 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

<PAGE>

surrender. You may use this privilege only once. This provision is not
available in all states.

REDUCTION IN ADMINISTRATIVE EXPENSE CHARGES

We may reduce the Administrative Expense Charge 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.

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."

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.

<PAGE>

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.

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.

<PAGE>

The Contract has a $50,000 per Contract minimum initial purchase payment
(see "Contract Issuance and Purchase Payments.") Therefore, the Contract will
be of interest to Individual Retirement Annuity and Roth IRA purchasers only
in connection with rollovers. Similarly, the Contract will be of interest to
purchasers of Simplified Employee Pension Plans, Simple Retirement Accounts,
other Qualified plans, and private employer deferred compensation plans as an
alternative investment for existing assets that would satisfy the $50,000 per
Contract minimum.

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.

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, 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 excludible portion is determined by
multiplying the amount paid 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

<PAGE>

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 substan tially 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")

TAX FREE ROLLOVERS. Subject to the $50,000 per Contract minimum initial
purchase payment (see "Contract Issuance and Purchase Payments"), 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

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

<PAGE>

disability, with certain exceptions, including distributions for qualified
first-time home purchases for the individual, a spouse, children,
grandchildren or ancestor, subject to a $10,000 lifetime maximum, and
distributions for higher education expenses for the individual, a spouse,
children, or grandchildren. 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.

ROTH IRAS

Beginning in 1998, individuals may purchase a new type of non-deductible
IRA, known as a Roth IRA.

An individual may make a rollover contribution from a non-Roth IRA to a
Roth IRA, unless the individual has adjusted gross income over $100,000 or the
individual is a married taxpayer filing a separate return. The individual must
pay tax on any portion of the IRA being rolled over that represents income or
a previously deductible IRA contribution. For rollovers in 1998, the
individual may pay that tax ratably in 1998 and over the succeeding three
years. There are no similar limitations on rollovers from a Roth IRA to
another Roth IRA.

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

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.

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

<PAGE>

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.

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.

<PAGE>

EXCESS DISTRIBUTIONS - 15% TAX

Certain persons, particularly those who participate in more than one
Qualified 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 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. This tax is waived for
distributions in tax years 1997 through 1999.

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.

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 other broker-dealer
firms or representatives of other firms that are exempt from broker-dealer
regulation, AGSI 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
Independent Advantage Financial ("IAF") have entered into certain revenue and
cost-sharing arrangements in connection with the marketing of the Contracts.

AGL compensates AGSI by paying a 0.25% distribution fee based on Contract
Account Value. In addition, depending on the schedule selected, AGL may pay
continuing "trail" commissions of 0.25% of Contract Account Value. These
distribution expenses do not result in any additional charges under the
Contracts that are not described under "Charges under

<PAGE>

the Contracts."

LEGAL MATTERS

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

<PAGE>

OTHER INFORMATION ON FILE

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

<PAGE>

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

<TABLE>
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
<S> <C>
General Information .....................................................
Regulation and Reserves .................................................
Independent Auditors.....................................................
Services.................................................................
Principal Underwriter....................................................
Annuity Payments.........................................................
A. Gender of Annuitant................................................
B. Misstatement of Age or Sex and Other Errors .......................
Change of Investment Adviser or Investment Policy .......................
Performance Data for the Divisions ......................................
Effect of Tax-Deferred Accumulation......................................
Financial Statements.....................................................
Index to Financial Statements ...........................................
</TABLE>

<PAGE>

AMERICAN GENERAL LIFE INSURANCE COMPANY
COMBINATION FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS

OFFERED BY

AMERICAN GENERAL LIFE INSURANCE COMPANY

ANNUITY ADMINISTRATION DEPARTMENT

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

1-800-813-5065 713-831-3102 (IN TEXAS)

STATEMENT OF ADDITIONAL INFORMATION

Dated ____________, 1997

This Statement of Additional Information ("Statement") is not a
prospectus. It should be read with the Prospectus for American General Life
Insurance Company, dated __________, 1997, concerning flexible payment
deferred individual annuity Select ReserveTM Contracts investing in certain
Series of the American General Series Portfolio Company, Hotchkis and Wiley
Variable Trust, LEVCO Series Trust, Navellier Variable Insurance Series Fund,
Inc., OFFITBANK Variable Insurance Fund, Inc., Royce Capital Fund, and the
Wright Managed Blue Chip Series Trust. 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
("Separate Account D"). Terms used in this Statement have the same meanings as
are defined in the Prospectus under the heading "Glossary."

<TABLE>
TABLE OF CONTENTS
<S> <C>
General Information.......................................................
Regulation and Reserves ..................................................
Independent Auditors......................................................
Services..................................................................
Principal Underwriter.....................................................
Annuity Payments..........................................................
A. Gender of Annuitant..................................................
B. Misstatement of Age or Sex and Other Errors..........................
Change of Investment Adviser or Investment Policy.........................
Performance Data for the Divisions........................................
Effect of Tax-Deferred Accumulation.......................................
Financial Statements......................................................
Index to Financial Statements.............................................
</TABLE>

<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 periodically 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 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their respective reports
thereon appearing elsewhere herein. Such financial statements have been
included in this Statement in reliance upon such reports of Ernst & Young LLP
given upon the

<PAGE>

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 $28,800 in 1996, $28,080 in 1995, and $78,840 in 1994.

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 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

<PAGE>

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 ADVISOR OR INVESTMENT POLICY

Unless otherwise required by law or regulation, neither the investment advisor
or manager 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.

PERFORMANCE DATA FOR THE DIVISIONS

AVERAGE ANNUAL TOTAL RETURN CALCULATIONS

Each Division may advertise its average annual total return. 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 all recurring charges
and fees applicable under the Contract to all Variable Accounts. Such charges
and fees include the Mortality and Expense Risk Charge and the Administrative
Expense Charge. Any premium taxes are not reflected. The redeemable value is
then divided by the initial investment and this quotient is taken to the Nth
root (N represents the number of years in the period) and 1 is subtracted from
the result, which is then expressed as a percentage.

CUMULATIVE TOTAL RETURN CALCULATIONS

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. 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.

<PAGE>

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.

<TABLE>
Hypothetical Average Annual Total Returns
(Through December 31, 1996)
<CAPTION>
Since
Series
Investment Division One Year Five Years Inception*
<S> <C> <C> <C>
Equity Income VIP _____ ______ ______
Low Duration VIP _____ ______ ______
Wright International Blue Chip _____ ______ ______
Wright Selected Blue Chip _____ ______ ______
Money Market _____ ______ ______
</TABLE>

<TABLE>
Hypothetical Cumulative Total Returns
(Through December 31, 1996)
<CAPTION>
Since
Series
Investment Division One Year Five Years Inception*
<S> <C> <C> <C>
Equity Income VIP ______ ______ ______
Low Duration VIP ______ ______ ______
Wright International Blue Chip ______ ______ ______
Wright Selected Blue Chip ______ ______ ______
Money Market ______ ______ ______
</TABLE>

<TABLE>
Hypothetical Growth of a $1,000 Investment in the Divisions
(Through December 31, 1996)
<CAPTION>
Since
Series
Investment Division One Year Five Years Inception*
<S> <C> <C> <C>
Equity Income VIP ______ ______ ______
Low Duration VIP ______ ______ ______
Wright International Blue Chip ______ ______ ______
Wright Selected Blue Chip ______ ______ ______
Money Market ______ ______ ______
<FN>
* The inception dates for each Series listed above funding the Divisions
are: .
</FN>
</TABLE>

<PAGE>

YIELD CALCULATIONS

The yields for the ____________________________ Division are computed in
accordance with a method prescribed by the SEC. The hypothetical historical
yields for the Domestic Income Division and the Government Division, based
upon the one month period ended December 31, 1996, were 7.29% and 5.23%,
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 premium taxes.

MONEY MARKET DIVISION YIELD AND EFFECTIVE YIELD CALCULATIONS

The Money Market Division's yield is computed in accordance with a 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, 1996 was ________.

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
365/7
return +1) - 1. The Money Market Division's hypothetical historical
effective yield for the seven day period ended December 31, 1996 was ________.

<PAGE>

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

PERFORMANCE COMPARISONS

The performance of each or all of the available Divisions of Separate
Account D may be compared in advertisements and sales literature to the
performance of other variable annuity contracts issuers in general or to the
performance of particular types of variable annuity contracts 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.

<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 0.62% and an Administrative Expense Charge of
0.04%. 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 56 Divisions as of the date of this
Statement. The 13 Divisions which are available under the Contracts that are
the subject of this Statement are not included in the December 31, 1996,
financial statements for Separate Account D, because none were available under
any contracts related to Separate Account D as of December 31, 1996.
Therefore, there are no financial statements for Separate Account D included
in this Statement.

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

<PAGE>

<TABLE>
INDEX TO
FINANCIAL STATEMENTS
<CAPTION>
Page No.
<S> <C>
I. AGL Consolidated Financial Statements

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

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

Consolidated Income Statements.........................................

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

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

Notes to Consolidated Financial Statements.............................

(To be filed by amendment.)
</TABLE>

<PAGE>

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

PART A: None

PART B:

(1) Consolidated Financial Statements of American
General Life Insurance Company:
Report of Ernst & Young LLP, Independent
Auditors Consolidated Balance Sheets as of
December 31, 1996 and 1995
Consolidated Income Statements for the years
ended December 31, 1996, 1995 and 1994
Consolidated Statements of Shareholders' Equity
for the years ended December 31, 1996, 1995 and
1994
Consolidated Statements of Cash Flows for the
years ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements

(To be filed by amendment)

PART C: None

(b) Exhibits

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

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

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

2 None

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

C-1

<PAGE>

(b)(i) Fund Participation Agreement between American
General Life Insurance Company and American
General Series Portfolio Company. (To be filed
by amendment)

(ii) Fund Participation Agreement between American
General Life Insurance Company and Hotchkis and
Wiley Variable Trust. (To be filed by amendment)

(iii) Fund Participation Agreement between American
General Life Insurance Company and LEVCO Series
Trust. (To be filed by amendment)

(iv) Fund Participation Agreement between American
General Life Insurance Company and Navellier
Variable Insurance Series Fund, Inc. (To be
filed by amendment)

(v) Fund Participation Agreement between American
General Life Insurance Company and OFFITBANK
Variable Insurance Fund, Inc. (To be filed by
amendment)

(vi) Fund Participation Agreement between American
General Life Insurance Company and Royce Capital
Fund. (To be filed by amendment)

(vii) Fund Participation Agreement between American
General Life Insurance Company and Wright
Managed Blue Chip Series Trust. (To be filed by
amendment)

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

4 (a) Specimen form of Combination Fixed and
Variable Deferred Annuity Select ReserveTM
Contract (Form No. 97505).

(b) Form of Qualified Contract Endorsement. (2)

(c)(i) Specimen form of Individual Retirement Annuity
Disclosure Statement and additional specialized
forms available under Contract Form No. 97505.
(5)

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

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

5 (a) Specimen form of Application for Contract Form
No. 97505.

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

C-2

<PAGE>

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

(c)(i) Form of Transaction Request Form. (4)

(ii) Specimen form of Select ReserveTM Service
Request, including telephone transfer
authorization. (To be filed by amendment)

(iii) Specimen form of confirmation of initial
purchase payment under Contract Form No.
97505.(To be filed by amendment)

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

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

7 None

8 Form(s) of Letter Agreement(s) between and
American General Life Insurance Company
regarding expenses. (To be filed by amendment)

9 Opinion and consent of Counsel. (To be filed by
amendment)

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

11 None

12 None

13(a) Computations of hypothetical historical average
annual total returns for each Division available
under Contract Form No. 97505 for the one and
five year periods ended December 31, 1996, and
since inception. (To be filed by amendment)

(b) Computations of hypothetical historical
cumulative total returns for each Division
available under Contract Form No. 97505 for the
one and five year periods ended December 31,
1996, and since inception. (To be filed by
amendment)

(c) Computations of 30 day hypothetical historical
yield for the available under Contract Form No.
97505 for the one month period ended December
31, 1996. (To be filed by amendment)

(d) Computations of hypothetical historical seven
day yield and effective yield for the Money
Market Division available under Contract Form
No. 97505 for the seven day period ended
December 31, 1996. (To be filed by

C-3

<PAGE>

amendment)

14 A Financial Data Schedule for American General
Life Insurance Company Separate Account D
meeting the requirements of Rule 483(e) of the
Securities Act of 1933 is filed as Exhibit 27
hereof.

15(a) Power of Attorney with respect to Registration
Statements and Amendments thereto signed by
Peter V. Tuters in his capacity as director and
where applicable or officer of American General
Life Insurance Company. (7)

(b) Power of Attorney with respect to Registration
Statements and Amendments thereto signed by Jon
Newton in his capacity as director and where
applicable, officer of American General Life
Insurance Company. (8)

(c) Power of Attorney with respect to Registration
Statements and Amendments thereto signed by the
following persons in their capacities as
directors and, where applicable, officers of
American General Life Insurance Company: Messrs.
Martin and Herbert. (9)

(d) Power of Attorney with respect to Registration
Statements and Amendments thereto signed by the
following persons in their capacities as
directors and, where applicable, officers of
American General Life Insurance Company: Messrs.
Fravel and LaGrasse. (10)

27 Financial Data Schedule. (To be filed by
amendment)

(1) Incorporated herein by reference to the initial filing of Registrant's
Form N-4 Registration Statement (File No. 2-49805) on December 6, 1973.

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

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

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

(5) Included in Part A of this Amendment. (To be filed by amendment)

(6) Previously filed in Post-Effective Amendment No. 4 to Registrant's Form
N-4 Registration Statement (File No. 33-43390), filed on April 28, 1995.

(7) Previously filed in Post-Effective Amendment No. 3 to Registrant's Form
N-4 Registration Statement (File No. 33-43390), filed on March 2, 1994.

(8) Previously filed in Post-Effective Amendment No. 7 to Registrant's Form
N-4 Registration Statement (File No. 33-43390), filed on April 30, 1996.

(9) Previously filed in Post-Effective Amendment No. 9 to Registrant's Form
N-4 Registration Statement (File No.33-43390), filed on August 16, 1996.

C-4

<PAGE>

(10) Previously filed in Post-Effective Amendment No. 12 to Registrant's Form
N-4 Registration Statement (File No. 33-43390), filed on April 30, 1997.

C-5

<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

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

<TABLE>
<CAPTION>
Positions and Offices
Name And Principal with the
Business Address Depositor
------------------ ---------------------
<S> <C>
Robert M. Devlin Chairman
2929 Allen Parkway
Houston, TX 77019

Jon P. Newton Vice Chairman
2929 Allen Parkway
Houston, TX 77019

James S. D'Agostino Director
2929 Allen Parkway
Houston, TX 77019

Rodney O. Martin, Jr. Director, President & Chief
2727-A Allen Parkway Executive Officer
Houston, TX 77019

David A. Fravel Director & Senior Vice President,
2727-A Allen Parkway Insurance Services
Houston, TX. 77019

Robert F. Herbert, Jr. Director, Senior Vice President
2727-A Allen Parkway Chief Financial Officer, Treasurer & Controller
Houston, TX 77019

Royce G. Imoff, II Director, Senior Vice President &
2727-A Allen Parkway Chief Marketing Officer
Houston, TX 77019

John V. LaGrasse Director, Senior Vice President &
2727-A Allen Parkway Chief Systems Officer
Houston, TX 77019

Philip K. Polkinghorn Director & Senior Vice President
2727-A Allen Parkway
Houston, TX 77019

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

F. Paul Kovach, Jr. Senior Vice President, Broker Dealers and
2727-A Allen Parkway Financial Institution Marketing Group
Houston, TX 77019

C-6

<PAGE>

Simon J. Leech, ACS Senior Vice President, Houston Service Center
2727-A Allen Parkway
Houston, TX 77019

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

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

Dennis H. Roberts Vice President
2727-A Allen Parkway
Houston, TX 77019

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

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

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

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

Kenneth D. Nunley Associate Tax Officer
2727-A Allen Parkway
Houston, TX 77019
</TABLE>

C-7

<PAGE>

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

SUBSIDIARIES OF AMERICAN GENERAL CORPORATION (1,2)

The following is a list of American General Corporation's subsidiaries as of
October 31, 1997. All subsidiaries listed are corporations, unless otherwise
indicated. Subsidiaries of subsidiaries are indicated by indentations and
unless otherwise indicated, all subsidiaries are wholly owned. Inactive
subsidiaries are denoted by an asterisk (*).

<TABLE>
<CAPTION>
Jurisdiction of
Name Incorporation

<S> <C>
AGC Life Insurance Company (3) .................................................... Missouri
American General Life and Accident Insurance Company (4) ........................ Tennessee
American General Exchange, Inc. ............................................... Tennessee
Southern Educators Life Insurance Company ..................................... Georgia
American General Life Insurance Company (5) ..................................... Texas
(Registrant is a separate account of American General Life
Insurance Company, Depositor)
American General Annuity Service Corporation .................................. Texas
American General Life Insurance Company of New York ........................... New York
The Winchester Agency Ltd. ...................................................... New York
The Variable Annuity Life Insurance Company ................................... Texas
The Variable Annuity Marketing Company....................................... Texas
VALIC Investment Services Company ........................................... Texas
VALIC Retirement Services Company ........................................... Texas
The Franklin Life Insurance Company ............................................. Illinois
The American Franklin Life Insurance Company .................................. Illinois
Franklin Financial Services Corporation ....................................... Delaware
The Independent Life and Accident Insurance Company ............................. Florida
Independent Fire Insurance Company ............................................ Florida
Independent Fire Insurance Company of Florida ............................... Florida
Old Faithful General Agency, Inc. ........................................... Texas
Thomas Jefferson Insurance Company .......................................... Florida
Allen Property Company ............................................................ Delaware
Florida Westchase Corporation ................................................... Delaware
Greatwood Development, Inc. ..................................................... Delaware
Greatwood Golf Club, Inc. ....................................................... Delaware
Highland Creek Golf Club, Inc. .................................................. No. Carolina
Hunter's Creek Communications Corporation ....................................... Florida
Pebble Creek Corporation ........................................................ Delaware
Pebble Creek Development Corporation ............................................ Florida
Westchase Development Corporation ............................................... Delaware
Westchase Golf Corporation ...................................................... Florida
American General Capital Services, Inc. ........................................... Delaware
American General Corporation* ..................................................... Delaware
American General Delaware Management Corporation (1) .............................. Delaware
American General Finance, Inc. .................................................... Indiana
AGF Investment Corp. ............................................................ Indiana
American General Auto Finance, Inc. ............................................. Delaware

C-8

<PAGE>

American General Finance Corporation (6) ........................................ Indiana
American General Finance Group, Inc. .......................................... Delaware
American General Financial Services, Inc. (7) ............................... Delaware
The National Life and Accident Insurance Company .......................... Texas
Merit Life Insurance Co. ...................................................... Indiana
Yosemite Insurance Company .................................................... California
American General Finance, Inc. .................................................. Alabama
American General Financial Center ............................................... Utah
American General Financial Center, Inc.* ........................................ Indiana
American General Financial Center, Incorporated* ................................ Indiana
American General Financial Center Thrift Company* ............................... California
Thrift, Incorporated* ........................................................... Indiana
American General Investment Advisory Services, Inc.* .............................. Texas
American General Mortgage and Land Development, Inc. .............................. Delaware
American General Land Development, Inc. ......................................... Delaware
American General Realty Advisors, Inc. .......................................... Delaware
American General Realty Investment Corporation .................................... Texas
American General Mortgage Company ............................................... Delaware
GDI Holding, Inc.* (8) .......................................................... California
Ontario Vineyard Corporation .................................................... Delaware
Pebble Creek Country Club Corporation ........................................... Florida
Pebble Creek Service Corporation ................................................ Florida
SR/HP/CM Corporation ............................................................ Texas
American General Property Insurance Company ....................................... Tennessee
Bayou Property Company ............................................................ Delaware
AGL Corporation (9) ............................................................. Delaware
American General Land Holding Company ........................................... Delaware
AG Land Associates, LLC (9) ................................................... California
Hunter's Creek Realty, Inc.* .................................................. Florida
Summit Realty Company, Inc. ................................................... So. Carolina
Lincoln American Corporation .................................................... Delaware
Financial Life Assurance Company of Canada ........................................ Canada
Florida GL Corporation ............................................................ Delaware
GPC Property Company ...............................................................Delaware
Cinco Ranch Development Corporation ............................................. Delaware
Cinco Ranch East Development, Inc. .............................................. Delaware
Cinco Ranch West Development, Inc. .............................................. Delaware
The Colonies Development, Inc. .................................................. Delaware
Fieldstone Farms Development, Inc. .............................................. Delaware
Hickory Downs Development, Inc. ................................................. Delaware
Lake Houston Development, Inc. .................................................. Delaware
South Padre Development, Inc. ................................................... Delaware
Green Hills Corporation ........................................................... Delaware
INFL Corporation .................................................................. Delaware
Knickerbocker Corporation ......................................................... Texas
American Athletic Club, Inc. .................................................... Texas
Pavilions Corporation ............................................................. Delaware
Texas Stars Corporation ........................................................... New York
</TABLE>

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

C-9

<PAGE>

NOTES

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

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

(2) On November 26, 1996, American General Institutional Capital A ("AG Cap
Trust A"), a Delaware business trust, was created. On March 10, 1997,
American General Institutional Capital B ("AG Cap Trust B"), also a
Delaware business trust, was created. Both AG Cap Trust A's and AG Cap
Trust B's business and affairs are conducted through their trustees:
Bankers Trust Company and Bankers Trust (Delaware). Capital securities of
each are held by non-affiliated third party investors and common
securities of AG Cap Trust A and AG Cap Trust B are held by AGC.

(3) On December 23, 1994, AGCL became the owner of approximately 40% of the
shares of common stock of Western National Corporation ("WNC") (the
percentage of ownership by the American General insurance holding company
system will increase to approximately 46% upon conversion of WNC's Series
A Convertible Preferred Stock which AGCL also owns). WNC, a Delaware
corporation, owns the following companies:

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

However, AGCL (1) holds the direct interest in WNC and the indirect
interests in WNC's subsidiaries for investment purposes; (2) does not
direct the operations of WNC or WNL; (3) has no representatives on the
Board of Directors of WNC; and (4) is restricted, pursuant to a
Shareholder's Agreement between WNC and AGCL, in its right to vote its
shares against the slate of directors proposed by WNC's Board of
Directors. Accordingly, although WNC and its subsidiaries technically are
members of the American General insurance holding company system under
insurance holding company laws, AGCL does not direct and control WNC or
its subsidiaries.

(4) AGLA owns approximately 20% of Mosher, Inc. ("Mosher") on a fully diluted
basis. AGLA owns approximately 11% of Whirlpool Financial Corp.
("Whirlpool") on a fully diluted basis. The total investment of AGLA in
Whirlpool represents approximately 3% of the voting power of the capital
stock of Whirlpool, but approximately 11% of the Whirlpool stock which
has voting rights. The interests in Mosher and Whirlpool (each of which
are corporations that are not associated with AGC) are held for
investment purposes only.

(5) AGL owns 100% of the common stock of American General Securities
Incorporated ("AGSI"), a full-service NASD broker-dealer. AGSI, in turn,
owns 100% of the stock of the following insurance agencies:

C-10

<PAGE>

American General Insurance Agency, Inc. (Missouri)
American General Insurance Agency of Hawaii, Inc. (Hawaii)
American General Insurance Agency of Massachusetts, Inc.
(Massachusetts)

In addition, the following agencies are indirectly related to AGSI, but
not owned or controlled by AGSI:

American General Insurance Agency of Ohio, Inc. (Ohio)
American General Insurance Agency of Texas, Inc. (Texas)
American General Insurance Agency of Oklahoma, Inc. (Oklahoma)
Insurance Masters Agency, Inc. (Texas)

AGSI and the foregoing agencies are not affiliates or subsidiaries of AGL
under applicable holding company laws, but they are part of the AGC group
of companies under other laws.

(6) American General Finance Corporation is the parent of an additional 48
wholly owned subsidiaries incorporated in 30 states and Puerto Rico for
the purpose of conducting its consumer finance operations, INCLUDING
those noted in footnote 7 below.

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

(8) AGRI owns only a 75% interest in GDI Holding, Inc.

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

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

ITEM 27. NUMBER OF CONTRACT OWNERS

As of October 31,1997, there were no owners of Contracts of the
class presently offered by this Registration Statement.

ITEM 28. INDEMNIFICATION

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

C-11

<PAGE>

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

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

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

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

C-12

<PAGE>

ITEM 29. PRINCIPAL UNDERWRITERS

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

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

<TABLE>
<CAPTION>
Position and Offices
with Underwriter,
Name and Principal American General
Business Address Securities Incorporated
------------------ -----------------------
<S> <C>
F. Paul Kovach, Jr. Director & President
American General Securities
Incorporated
2727-A Allen Parkway
Houston, TX 77019

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

Rodney O. Martin, Jr. Director
American General Life
2727-A Allen Parkway
Houston, TX 77019

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

John V. LaGrasse Vice President
American General Life
2727-A Allen Parkway
Houston, TX 77019

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

C-13

<PAGE>

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

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

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

Kenneth D. Nunley Associate Tax Officer
2727-A Allen Parkway
Houston, TX 77019
</TABLE>

ITEM 30. LOCATION OF RECORDS

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

ITEM 31. MANAGEMENT SERVICES

Not Applicable.

ITEM 32. UNDERTAKINGS

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

C-14

<PAGE>

REPRESENTATION REGARDING THE REASONABLENESS OF AGGREGATE FEES AND CHARGES
DEDUCTED UNDER THE CONTRACTS PURSUANT TO SECTION 26)(E)(2)(A) OF THE
INVESTMENT COMPANY ACT OF 1940

AGL represents that the fees and charges deducted under the Contracts
that are identified as Contract Form No. 97505 and comprehended by this
Registration Statement, in the aggregate, are reasonable in relation to
the services rendered, the expenses expected to be incurred, and the
risks assumed by AGL under the Contracts. AGL bases its representation on
its assessment of all of the facts and circumstances, including such
relevant factors, as: the nature and extent of such services, expenses
and risks; the need for AGL to earn a profit; the degree to which the
Contracts include innovative features; and the regulatory standards for
exemptive relief under the Investment Company Act of 1940 used prior to
October 1996, including the range of industry practice. This
representation applies to all Policies sold pursuant to this Registration
Statement, including those sold on the terms specifically described in
the Prospectus contained herein, or any variations therein, based on
supplements, endorsements, or riders to any Policies or prospectus, or
otherwise.

C-15

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant, American General Life Insurance Company Separate
Account D, has duly caused this Registration Statement to be signed on its
behalf, in the City of Houston, and State of Texas on this 18th day of
November, 1997.

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

/s/ROBERT F. HERBERT, JR. /s/ROBERT F. HERBERT, JR.
By: --------------------------- -------------------------
ROBERT F. HERBERT, JR. ROBERT F. HERBERT, JR.
Senior Vice President of Senior Vice President
American General Life
Insurance Company

As required by the Securities Act of 1933, this Registration Statement
has been signed by the following officers and directors of American General
Life Insurance Company in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
RODNEY O. MARTIN, JR.*
------------------------ Principal Executive
(Rodney O. Martin, Jr.) Officer November 18, 1997

ROBERT F. HERBERT, JR.*
------------------------ Principal Financial and
(Robert F. Herbert, Jr.) Accounting Officer November 18, 1997
</TABLE>

<TABLE>

Directors
----------
<S> <C>
JOHN V. LaGRASSE*
------------------------ ------------------------
(Robert M. Devlin) (John V. LaGrasse)

RODNEY O. MARTIN, JR.*
------------------------ ------------------------
(James S. D'Agostino, Jr.) (Rodney O. Martin, Jr.)

DAVID A. FRAVEL* JON P. NEWTON*
------------------------ ------------------------
(David A, Fravel) (Jon P. Newton)

ROBERT F. HERBERT, JR.*
------------------------ ------------------------
(Robert F. Herbert, Jr.) (Phillip K. Polkinghorn)

PETER V. TUTERS*
------------------------ ------------------------
(Royce G. Imhoff, II) (Peter V. Tuters)

/s/ Steven A. Glover
--------------------------------------
*By Steven A. Glover, Attorney-in-Fact November 18, 1997
</TABLE>

<PAGE>

EXHIBIT INDEX

4 (a) Specimen form of Combination Fixed and Variable Deferred Annuity
Select ReserveTM Contract (Form No. 97505).

5 (a) Specimen form of Application for Contract Form No. 97505.

AMERICAN GENERAL LIFE
INSURANCE COMPANY

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

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

CANCELLATION RIGHT. You may return this Contract for cancellation to Us or to
the sale representative through whom it was purchased within 10 days after
delivery. Upon surrender of this Contract within the 10 day period, We will
refund the sum of Your Account Value at the end of the Valuation Period in
which Your request is received, plus any premium taxes that have been
deducted.

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

SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.

------------------- -------------------
Secretary President

READ YOUR CONTRACT CAREFULLY

A STOCK COMPANY

Home Office: Houston, Texas

2727-A Allen Parkway P. 0. Box 1401 Houston, TX 77251-1401 (713) 831-3505

<PAGE>

<TABLE>

INDEX

<S> <C>
Account Value.............................................................. 4
Allocation of Purchase Payments............................................ 7
Annuity Options............................................................ 18
Annuity Tables............................................................. 19
Annuity Units.............................................................. 17
Automatic Rebalancing...................................................... 13
Beneficiary................................................................ 8
Change of Investment Advisor or
Investment Policy...................................................... 6
Contingent Annuitant....................................................... 4
Death Proceeds............................................................. 15
Definitions................................................................ 4
Division Accumulation Units................................................ 10
Divisions.................................................................. 10
Fixed Account Value........................................................ 9
General Provisions......................................................... 6
Guaranteed Interest Rates.................................................. 10
Guarantee Periods.......................................................... 10
Misstatement of Age or Sex (Misstatement of Age if Issued on a Unisex
Basis)................................................................... 19
Net Investment Factor...................................................... 11
Ownership Provisions....................................................... 8
Payment of Benefits........................................................ 16
Premium Taxes.............................................................. 7
Purchase Payments.......................................................... 7
Schedule Page.............................................................. 3
Separate Account........................................................... 10
Surrenders................................................................. 14
Full Surrender......................................................... 14
Partial Withdrawals.................................................... 14
Tax Charge................................................................. 15
Transfers.................................................................. 11
Variable Annuity Payments.................................................. 17

</TABLE>

97505

<PAGE>

American General Life Insurance Company

<TABLE>

SCHEDULE PAGE

<S> <C>
INITIAL PURCHASE PAYMENT: $50,000

MINIMUM ADDITIONAL PURCHASE PAYMENTS: $ 5,000

ADDITIONAL BENEFITS: NONE

MAXIMUM ASSET CHARGE FACTORS (Separate Account Only) ANNUAL RATE:
0.66%

TRANSFER CHARGE (After First 12 in a Contract Year): $ 25

ISSUE AGE: 35

ANNUITY COMMENCEMENT DATE: SEPTEMBER 1, 2027

INITIAL ALLOCATION:
</TABLE>

<TABLE>
Net Dollar
SEPARATE ACCOUNT DIVISIONS: Amount of
Percentage Allocations
<S> <C> <C>
[Emerging Markets 100% $50,000
Equity Income VIP xx% $ xxx
Kemper High Yield xx% $ xxx
Kemper Value+Growth xx% $ xxx
LEVCO Equity Value xx% $ xxx
Low Duration VIP xx% $ xxx
Navellier Growth xx% $ xxx
OFFITBANK VIF-Total Return xx% $ xxx
OFFITBANK VIF-U.S. Government Securities xx% $ xxx
Royce Premier xx% $ xxx
Royce Total Return xx% $ xxx
Wright International Blue Chip xx% $ xxx
Wright Selected Blue Chip xx% $ xxx
Money Market xx% $ xxx
Fixed Account - 1 Year Guarantee Period xx% $ xxx]

Total Allocations 100% $50,000
</TABLE>

ANNUITANT: JOHN DOE CONTRACT NUMBER: 123456

CONTRACT OWNER: JOHN DOE DATE OF ISSUE: OCTOBER 1, 1997

CONTRACT JURISDICTION: (STATE NAME) THIS IS A (SEX DISTINCT CONTRACT)

<PAGE>

DEFINITIONS

We, Our, Us, or Company. American General Life Insurance Company.

You, Your, Owner. The Owner of this Contract. The "Owner" is the person,
persons or entity entitled to the ownership rights stated in this Contract.
The Owner may designate a trustee or custodian of a retirement plan which
meets the requirements of Section 401, Section 408(c), or Section 408(k) of
the Internal Revenue Code to serve as legal owner of assets of a retirement
plan. The term "Owner" as used herein, shall refer to the organization
entering into this Contract.

Account. Any of the Divisions of the Separate Account or the Fixed Account.

Account Value. The sum of the Fixed Account Value and the Separate Account
Value after deduction of any fees. The Fixed Account Value is the sum of Net
Purchase Payments and transfers into the Fixed Account plus accumulated
interest, less any partial withdrawals and transfers out of the Fixed Account.
The Separate Account Value is the sum of the values of the Separate Account
Divisions. The value of a Separate Account Division is the value of a
Division's Accumulation Unit multiplied by the number of Accumulation Units in
that Division.

Accumulation Period. The period during which Net Purchase Payments are
applied.

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

Age. Age last birthday unless otherwise stated.

Annuitant. The person upon whose date of birth and sex income payments are
based. (Upon whose date of birth income payments are based if issued on a
Unisex basis). The Annuitant's name is shown on Page 3.

Annuity Commencement Date. The date annuity payments are scheduled to
commence.

Annuity Unit. A unit of measurement to calculate variable annuity payments.

Beneficiary. The person entitled to receive benefits in the event the Owner or
Annuitant dies. If no named Beneficiary or Contingent Beneficiary is living at
the time any payment is to be made, the Owner shall be the Beneficiary, or if
the Owner is not living, the Owner's estate shall be the Beneficiary.

Contingent Annuitant. A person named by the Owner of a Non-Qualified Contract
to become the Annuitant if: (1) the Annuitant dies before the Annuity
Commencement Date; and (2) the Contingent Annuitant is then living. A
Contingent Annuitant may not be named except at the time of application. Once
named, the choice may not be revoked or replaced. If a Contingent Annuitant
dies, a new Contingent Annuitant may not be named. After Annuity Payments
start, a Contingent Annuitant may not become the Annuitant.

Contingent Beneficiary. A person named by the Owner to receive benefits in the
event the designated Beneficiary is not living at the time of the Owner's or
Annuitant's death.

Contract Year. A period of 12 consecutive months beginning on the Date of
Issue or any anniversary thereof before the Annuity Commencement Date.

Contract Anniversary. Each anniversary of the Date of Issue of this Contract.

Date of Issue. The date on which this Contract becomes effective as shown on
Page 3.

<PAGE>

Division. The subdivisions of the Separate Account which are used to determine
how the Owner's Account is allocated among the Variable Funds.

Fixed Account. An investment account providing for allocations to earn
interest at a guarantee rate for a guaranteed period.

Fixed Annuity Option. An annuity option with payments which do not vary.

Guaranteed Interest Rate. The minimum rate We may use to credit interest on an
effective annual basis during any Guarantee Period.

Guarantee Period. The period for which a Guaranteed Interest Rate is credited.

Home Office. Our office at 2727-A Allen Parkway, Houston, Texas 77019;
1-713-831-3505; Mailing Address P.O. Box 1401, Houston, Texas 77251-1401.

Issue Age. Age of the Annuitant on the Annuitant's last birthday before the
Date of Issue. (If the Date of Issue occurs on the Annuitant's birthday, "last
birthday" will mean the birthday occurring on the Date of Issue.

Net Asset Value Per Share. The net assets of a Variable Fund divided by the
number of share Variable Fund.

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

Non-Qualified Contract. A Contract that does not qualify for special federal
income tax treatment.

Owner's Account. An account to which each Purchase Payment is credited by the
Company on behalf of an Owner. The term "Owner" means either one person, or
joint ownership by 2 or more persons.

Payee. A person who is to receive annuity payments, surrender proceeds or
death proceeds under this Contract.

Payout Period. The period, starting with the Annuity Commencement Date, during
which Annuity Payments are made by the Company.

Premium Tax. The amount of tax, if any, charged by a state or municipality on
Purchase Payments or Contract values.

Purchase Payment. An amount paid to the Company as consideration for the
benefits describe herein.

Qualified Contract. A Contract that qualifies for special federal income tax
treatment applicable connection with certain retirement plans.

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

Unit Value. The value of: (1) an Accumulation Unit as described in the
"Division Accumulation Units" provision; or (2) an Annuity Unit as described
in the "Annuity Units" provision.

<PAGE>

Valuation Date. Any day on which We are open for business except, with respect
to any Division, a day on which the related Variable Fund 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 Valuation Date.

Variable Annuity Option. An Annuity Option under which We promise to pay the
Annuitant or other properly-designated Payee one or more payments which vary
in amount based on the net investment experience of the applicable Divisions
selected to measure the value of this Contract.

Variable Fund. An individual investment fund or series in which a Division
invests.

Written, In Writing. A written request or notice in acceptable form and
content which is signed and dated, and received at Our Home Office.

97505

<PAGE>

GENERAL PROVISIONS

Entire Contract This Contract, endorsements if any, and a copy of the
Application, if attached is the entire Contract. All
statements made by the Contract Owner or Annuitant will
be deemed representations and not warranties. No
statement will be used to reduce a claim under this
Contract unless it is In Writing and made a part of this
Contract.

Not Contestable This Contract is not contestable.

Guarantees Regardless of Our actual mortality experience or the
actual expenses incurred by Us, the Asset Charge Factor
will not be increased above the maximum shown on page 3.
Otherwise, Our actual mortality experience and actual
expenses incurred will not affect the dollar amount of
variable benefits paid.

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

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

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

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

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

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

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

(3) Add, combine or remove Divisions in the Separate
Account, 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 Variable Fund or the shares of
another investment company or any other investment
permitted by law;

(7) Make any changes as required by the Internal Revenue
Code or by any other applicable law, regulation or
interpretation in order to continue treatment of
this Contract as an annuity; or

<PAGE>

(8) Make any changes required to comply with rules of
any Variable Fund

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

Changing the Terms Any change in Your Contract must be approved by one of
of Your Contract Our officers. No agent has the authority to make any
changes or waive any of the terms of Your Contract.

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

PURCHASE PAYMENTS

Minimum and The minimum amount acceptable as a Purchase Payment
Maximum Payments after the initial Purchase Payment) is shown on Page 3.
We reserve the right to modify the minimum Purchase
Payment, but such minimum will never be greater than
$5,000. The maximum amount which We will accept during
the life of the Contract without approval of an officer
of the Company is $ 1,000,000.

Allocation of The initial allocation for Net Purchase Payments is
Purchase Payments shown on Page 3 of this Contract and will remain in
effect until changed. The percentage allocation for
future Net Purchase Payments may be changed at any time
by Written notice provided by the Owner, or by telephone
if We have Written authorization for the Telephone
Transfer Privilege.

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

The initial Purchase Payment will be credited to the
Owner's Account no more than two Valuation Periods after
We receive it, together with all other required
documentation, in good order at the office designated by
the Company for the processing of initial Purchase
Payments. Subsequent Purchase Payments will be credited
as of the end of the Valuation Period in which they are
received. We reserve the right to limit the total number
of Fixed Account Guarantee Periods and Separate Account
Divisions that may be chosen during the life of the
Contract.

Premium Taxes When applicable, We will deduct an amount to cover
premium taxes. Such deduction will be made from Purchase
Payments when received, or:

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

(2) From the amount of any partial withdrawal; and

(3) From proceeds payable upon termination of the
Contract for any other reason, including surrender
of the Contract.

When premium tax is paid, the Company may reimburse
itself for such tax when a deduction is made under
paragraphs 1, 2, or 3 above calculated by multiplying
the sum of Purchase Payments withdrawn by the applicable
premium tax percentage.

97505

<PAGE>

OWNERSHIP PROVISIONS

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

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

Unless the Owner specifies otherwise, the Annuitant will
become the Payee on the Annuity Commencement Date. If
the Owner (other than a Joint Owner) or the Annuitant
dies prior to the Annuity Commencement Date, the
Beneficiary will become the Payee. If a Joint Owner dies
prior to the Annuity Commencement Date, death proceeds
will be paid to the surviving Joint Owner, if any;
otherwise the Beneficiary will become the Payee. Such
Payees may thereafter exercise such rights and
privileges of ownership which may continue.

Beneficiary The Owner named the Beneficiary and any Contingent
Beneficiary when applying for this Contract. By Written
notice to Us, a non-irrevocable Beneficiary or
Contingent Beneficiary may be changed by the Owner prior
to the Annuity Commencement Date.

The Annuitant or other properly-designated Payee may
change the Beneficiary after the Annuity Commencement
Date giving Written notice to Us.

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

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

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

Distribution of If an Owner (including the first to die in the case of
Death Proceeds joint Contract Owners) under a Non-Qualified Contract
under Non-Qualified dies prior to the Annuitant and before the Annuity
Contracts Commencement Date, the death proceeds must be
distributed either (1) within five years after the date
of death of the Owner, or (2) over the life of or a
period not greater than the life or expected life of the
Payee, with annuity payments beginning within one year
after the date of death of the Owner. The Beneficiary
shall be considered the designated Beneficiary for the
purposes of Section 72(s) of the Internal Revenue Code.
In all cases, any such

<PAGE>

designated Beneficiary will not be entitled to exercise
any rights prohibited by applicable federal income tax
law.

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

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

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

Periodic Reports During the Accumulation Period, we will send to each
Owner, at least once during each Contract Year, a
statement showing the Owner's Account Value as of a date
not more than 2 months prior to the date of mailing. We
will also send such statements as may be required by
applicable state and federal laws rules and regulations.

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

FIXED ACCOUNT

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

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

Guarantee Periods There will always be at least one Guarantee Period which
may be selected. If more than one Guarantee Period is
available, more than one may be selected. The Guarantee
Period(s) selected will determine the Guaranteed
Interest Rate(s). The Net Purchase Payment or the
portion thereof (or amount transferred in accordance
with the transfer privilege provision described below)
allocated to a particular Guarantee Period will earn
interest at the Guaranteed Interest Rate during the
Guarantee Period. Guarantee Periods begin on the date as
of which We credit the Owner's Account Value to that
Guarantee Period or, in the case of a transfer, on the
effective date of the transfer. The Guarantee Period is
the number of years We credit the Guaranteed Interest
Rate. The expiration date of any Guarantee Period is the
last day of the Guarantee Period. Subsequent

<PAGE>

Guarantee Periods begin on the first day following the
expiration date. As a result of Guarantee Period
renewals, additional Purchase Payments and transfers of
portions of the Owner's Account Value, Guarantee Periods
of the same duration may have different expiration dates
and Guaranteed Interest Rates.

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

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

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

No Guaranteed Interest Rate shall be less than an
effective annual rate of 3.0% per year.

SEPARATE ACCOUNT

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

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

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

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

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

<PAGE>

(1) Is the sum of:

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

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

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

(3) Is the daily asset charge factor representing the
mortality and expense risks and administrative
expense charge. We may change the daily asset charge
factor, but in no event may it exceed the Maximum
Asset Charge Factor as specified on Page 3.

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

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

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

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

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

TRANSFERS

Transfers Transfers may be made at any time during the
Accumulation Period after the first 30 days following
the Date of Issue. A transfer will be effective at the
end of the Valuation Period in which We receive the
Owner's Written request for a transfer. Transfers will
be subject to the following restrictions:

(1) Prior to the Annuity Commencement Date, the Owner
may make up to 12 transfers each Contract Year
without charge.

(2) There will be a charge of $25.00 for each transfer
in excess of 12 in a contract Year.

(3) Transfers under the Automatic Rebalancing program or
Dollar Cost Averaging will not count towards the 12
free transfers each Contract Year. The $25.00 charge
will not apply to transfers made through Automatic
Rebalancing or Dollar Cost Averaging. Transfers
under any other asset management arrangement
approved by the Company may be subject to the $25.00
charge and may count towards the 12 free transfers.

(4) An amount that does not exceed 25% of the Owner's
Account Value allocated to a Guarantee Period at its
inception may be transferred to the Variable Account
during

<PAGE>

any Contract Year. Transfers from Guarantee Periods
are made on a first in, first out basis. The 25%
limit does not apply to:

(a) Funds transferred from a Guarantee Period as a
result of Dollar Cost Averaging in ;or

(b) Transfers within 15 days before or after the end
of the applicable Guarantee Period; or

(5) If a transfer would cause the 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.

(6) We reserve the right to defer any transfer from the
Fixed Account to the Variable Divisions for up to 6
months.

We may not unilaterally terminate or discontinue
transfer privileges. However, We reserve the right to
suspend such privileges for a reasonable period. Any
such suspension will be administered in a
nondiscriminatory manner.

After the Annuity Commencement Date, the Owner may make
6 transfers during any Contract Year. There will be no
charge for such transfers. After the Annuity
Commencement Date, the Owner may not make transfers from
Fixed Account.

Telephone Transfer If We have on file a Written authorization for the
and Allocation Telephone Transfer and Allocation Privilege (Telephone
Privilege Transfers), We will allow transfers and changes in
Purchase Payment allocations to be made by telephone. We
will honor instructions for Telephone Transfers from any
person who provides the correct information. Therefore,
there is a risk of possible loss to You if unauthorized
persons use this service in Your name. Under Telephone
Transfers, 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.

Before accepting instructions for Telephone Transfers,
We will verify the Contract number, the identity of the
caller, both the Annuitant's and Owner' names, and a
form of personal identification. 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. If this occurs, You should submit a
Written transfer request. 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.

Automatic "Automatic Rebalancing" occurs when funds are
Rebalancing transferred by the Company between the Separate Account
Divisions so that the values in each Division match the
percentage allocation then in effect. Automatic
Rebalancing of the Separate Account Divisions will occur
periodically:

(1) lf the Owner's Account Value is equal to or greater
than $25,000; and

(2) If selected by the Owner.

<PAGE>

The Owner may select Automatic Rebalancing when applying
for this Contract or it may be selected at a later date.
The Company reserves the right to increase or lower the
minimum Account Value required for Automatic
Rebalancing. Automatic Rebalancing is only available
prior to the Annuity Commencement Date.

Dollar Cost Dollar Cost Averaging is an automatic transfer of funds
Averaging over a stated period prior to the Annuity Commencement
Date in accordance with the Transfer provision and
instructions from the Owner. The periods available for
automatic transfers will be determined by the Company.
There will always be at least one period of 12 months or
more during which Dollar Cost Averaging may be made. The
minimum automatic transfer which may be made will be
$1,000, or a lesser amount as determined by the Company.

PAYMENT AND DEFERMENT

Surrenders The amount surrendered will normally be paid to the
Owner within 5 Valuation Dates following Our receipt of:

(1) The Owner's Written request on a form acceptable to
Us; and

(2) This Contract, if required.

Death Proceeds If we do not receive a Written request as to the manner
of payment within 6 days after death proceeds become
payable, any death benefit proceeds will be paid as a
lump sum, normally within 7 calendar days after the end
of the Valuation Period that contains the last day of
said 60 day period.

Fixed Account We reserve the right to defer payment or transfers of
amounts out of the Fixed Account for up to 6 months from
the date We receive the request.

Account Value We reserve the right to defer payment of that portion of
Based on Purchase Your Account Value that is based on a Purchase Payment
Payment Made by made by check for a period not to exceed 15 days.
Check

Other We may defer payment of any portion of the Variable
Account Value if:

(1) The New York Stock Exchange is closed (other than
customary weekend and holiday closings) or trading
on the New York Stock Exchange is restricted.

(2) An emergency exists, as a result of which disposal
of securities is no practicable, or it is not
reasonably practicable to fairly determine the
Variable Account Value; postponed under these
circumstances.

(3) The Securities and Exchange Commission by order
permits delay for the protection of Owners. Transfer
and allocations of Account Value among the Divisions
and the Fixed Account may also be

SURRENDERS

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

<PAGE>

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

(2) Minus any applicable premium tax. or

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

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

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

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

(1) The Partial Withdrawal amount must be at least $100
or, if less, the Owner's entire Account Value.

(2) If a Partial Withdrawal would cause the Owner's
Account Value in an Division or Guarantee Period
(except the Money Market Division) to fall below
$500, We reserve the right to transfer the remaining
balance without charge to the Money Market Division.

(3) A request for a Partial Withdrawal may not be
honored if it would reduce the Owner's Account Value
to an amount less than $10,000.

TAX CHARGE

Rights to Impose We reserve the right to impose additional 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.

DEATH PROCEEDS

Death Proceeds If the Annuitant dies before the Annuity Commencement
Before the Annuity Date, and is survived by a Contingent Annuitant, the
Contract will be continued with the Contingent Annuitant
being named the Annuitant. If this is a Non-Qualified
Contract, this Contract may qualify for continuation
under the "Distribution of Death Proceeds under
Non-Qualified Contracts" provision. Otherwise, death
proceeds will be paid as follows (unless the Owner has
specified in writing that death proceeds are to be paid
in a different manner):

(1) If the Annuitant dies, and no Contingent Annuitant
survives, death proceeds will be paid to the
Beneficiary designated by the Owner to receive
proceeds;

<PAGE>

(2) If an Owner (other than a Joint Owner) dies, and
this Contract is not being continued under the
"Distribution of Death Proceeds under Non-Qualified
Contracts" provision, death proceeds will be paid to
the Beneficiary designated by the Owner to receive
proceeds;

(3) If a Joint Owner dies, death proceeds will be paid
to the surviving Joint Owner, if living; otherwise
death proceeds will be paid to the person designated
as Beneficiary if:

(a) This Contract is not being continued under the
"Distribution of Death

Proceeds under Non-Qualified Contracts" provision; and

(b) Joint Owners have not specified in writing that
death proceeds are to be paid in a different
manner.

If the Annuitant or an Owner dies, before the deceased's
Age 8 1, the amount of the death proceeds will be the
greater of the following amounts, less an applicable
Premium Tax:

(1) The sum of all Net Purchase Payments less any prior
Partial Withdrawals; or

(2) The Owner's Account Value as of the end of the
Valuation Period in which We receive proof of the
Annuitant's or such Owner's death and Written
request from the Beneficiary as to the form of
payment.

If the Annuitant or an Owner dies on or after the
deceased's attainment of Age 81, the amount of the death
proceeds will be the Owner's Account Value as of the end
of the Valuation Period in which We receive proof of the
Annuitant's or such Owner's death and a Written request
from the Beneficiary as to the form of payment.

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

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

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

If the Annuitant dies, and a Contingent Annuitant had
been named but pre-deceased the Annuitant, We will
require proof of the Contingent Annuitant' death in
addition to proof of the death of the Annuitant.

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

Death Proceeds If the Annuitant dies on or after the Annuity
After the Annuity Commencement Date, the Beneficiary will receive the
Commencement death proceeds, if any, as provided by the payment
Date contract. We accept any of the following as proof of the
Annuitant's or Owner's death:

Proof of Death (1) A copy of a certified death certificate;

<PAGE>

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

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

(4) Any other proof satisfactory to Us.

PAYMENT OF BENEFITS

Sex Distinct or On page 3, We indicate whether this is a Sex Distinct
Unisex Contract or a Unisex Contract. Annuity Tables based on
the Annuitant's adjusted age and sex will be used when
an Annuity Option in a Sex Distinct Contract is elected.
Annuity Tables based on the Annuitant's adjusted age
will be used when an Annuity 0ption in a Unisex Contract
is elected.

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

Annuity The Annuity Commencement Date (Annuity Date) is shown on
Commencement page 3. The Owner of a qualified Contract may be
Date required to receive distributions after the Annuitant's
70th birthday to comply with certain federal tax
requirements. The Annuity Date may be changed by Written
notice from the Owner, subject to Our approval.

Options Available to The Owner may elect to have annuity payments made
a Contract Owner beginning on the Annuity Commencement Date under any one
of the Annuity Options described in this Contract. We
will notify the Owner 60 to 90 days prior to the
scheduled Annuity Date that the Contract is scheduled to
mature, and requires that an Annuity Option be selected.
If the Owner has not selected an Annuity Option 10 days
prior to the Annuity Commencement Date, We will proceed
as follows:

If the scheduled Annuity Commencement Date is any date
prior to the Annuitant's 99th birthday, We will extend
the Annuity Commencement Date to the Annuitant's 99th
birthday.

If the scheduled Annuity Commencement Date is the
Annuitant's 99th birthday, the Account Value less any
premium taxes will be paid in one sum to the Owner.

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

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

<PAGE>

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

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

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

VARIABLE ANNUITY PAYMENTS

Annuity Units We convert the Division Accumulation Units into Division
Annuity Units at the values determined at the end of the
Valuation Period which contains the tenth day prior to
the Annuity Commencement Date. The number of Division
Annuity Units is obtained by dividing the first monthly
payment by the Division Annuity Unit Value determined at
the end of the Valuation Period (see following
paragraph). The first monthly payment is determined by
applying the dollar value of the Division Accumulation
Units to the applicable Annuity Table. The number of
Division Annuity Units remains constant as long as an
annuity remains in force and allocation among the
Divisions has not changed.

Each Division Annuity Unit Value is arbitrarily set when
the Division first converts Division Accumulation Units
into Division Annuity Units. Subsequent values on any
Valuation Date are equal to (1) times (2) divided by (3)
where: (1) is the previous Division Annuity Unit Value;
(2) is the Net Investment Factor for that Division for
the Valuation Period ending on that Valuation Date; and
(3) is the value of $1.00 accumulated with interest at
the effective annual rate of 31/2% from the end of
previous Valuation Date to the end of current Valuation
Date.

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

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

ANNUITY OPTIONS

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

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

<PAGE>

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

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

Fifth Option - Payments of a Specific Dollar Amount -
The amount due may be 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. 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 1/2% compounded annually. If the remaining
balance at any time is less than the amount of one
installment, such balance will be paid and will be the
final payment under the option.

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

If a Fixed or Variable Annuity Option is elected, the
minimum initial annuity payment must be $100 or more
unless payments are to be made on an annual basis. If a
combination of a Fixed and a Variable Annuity Option is
elected, the minimum initial annuity payment must be at
least $50 on each basis, unless payments are to be made
on an annual basis. If the initial annuity payment does
not meet the minimum amount required for the Annuity
Option elected, the Company will provide a less frequent
payment schedule.

Misstatement of If the: (1) age or sex of the Annuitant (if this
Age or Sex Contract was issued on a Sex Distinct basis); or (2) age
(Misstatement of of the Annuitant (if this Contract was issued on a
Age if Issued on a Unisex basis) has been misstated to Us, any amount
Unisex Basis) payable will be that which would have been payable had
the misstatement not occurred. We will deduct any
overpayment from the next payment or payments due and
add any under payments to the next payment due. Interest
at an effective annual rate of 3 1/2% will be added to
any such adjustment.

Annuity Tables The tables that follow show the dollar amount of the
first monthly payment for each $1,000 applied under the
options. If issued on a Sex Distinct basis, tables are
based on the 1983a Male or Female Tables adjusted by
projection scale G for 9 years, with interest at the
rate of 3 1/2% per year. Under the First or Second
Options, the amount of each payment will depend upon the
sex of the Annuitant and the Annuitant's adjusted age at
the time the first payment is due. Under the Third
Option, the amount of each payment will depend upon the
sex of both Annuitants and their adjusted ages at the
time the first payment is due. If issued on a Unisex
basis, tables are based on the 1983a Male or Female
Tables, adjusted by projection scale G for 9 years, with
unisex rates based on 60% female and 40% male, and
interest at the rate of 3 1/2% per year. Under the First
or Second Options, the amount of each payment will
depend upon the Annuitant's

<PAGE>

adjusted age at the time the first payment is due. Under
the Third Option, the amount of each payment will depend
upon both Annuitant's adjusted ages at the time the
first payment is due.

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

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

<PAGE>

SEX DISTINCT ANNUITY TABLES

AMOUNT OF MONTHLY PAYMENT

FOR EACH $1,000 OF ANNUITY VALUE

<TABLE>
Options 1 and 2 - Life Annuities
<CAPTION>
Adjusted Age
of Male ----------------- Monthly Payments Guaranteed -----------------
<S> <C> <C> <C> <C>
Option 1 Option 2 Option 2 Option 2
None 120 180 240
50 4.37 4.33 4.28 4.21
51 4.44 4.40 4.34 2.26
52 4.52 4.47 4.40 4.32
53 4.59 4.54 4.47 4.37
54 4.68 4.62 4.54 4.43
55 4.77 4.70 4.61 4.49
56 7.86 4.78 4.69 4.55
57 4.96 4.87 4.76 4.61
58 5.06 4.97 4.84 4.67
59 5.18 5.07 4.93 4.73
60 5.30 5.17 5.01 4.79
61 5.42 5.28 5.10 4.86
62 5.56 5.40 5.20 4.92
63 5.71 5.52 5.29 4.98
64 5.87 5.65 5.38 5.04
65 6.04 5.79 5.48 5.10
66 6.22 5.92 5.58 5.15
67 6.41 6.07 5.68 5.21
68 6.62 6.22 5.77 5.26
69 6.84 6.37 5.87 5.30
70 and above 7.07 6.53 5.96 5.35
</TABLE>

<TABLE>
<CAPTION>
Adjusted Age
of Female ----------------- Monthly Payments Guaranteed -----------------
<S> <C> <C> <C> <C>
Option 1 Option 2 Option 2 Option 2
50 4.05 4.03 4.01 3.97
51 4.10 4.09 4.06 4.02
52 4.17 4.14 4.12 4.07
53 4.23 4.21 4.17 4.12
54 4.30 4.27 4.23 4.18
55 4.37 4.34 4.30 4.23
56 4.44 4.41 4.36 4.29
57 4.52 4.48 4.43 4.35
58 4.61 4.56 4.50 4.41
59 4.70 4.65 4.58 4.48
60 4.79 4.74 4.66 4.54
61 4.89 4.83 4.74 4.61
62 5.00 4.93 4.83 4.67
63 5.12 5.03 4.92 4.74
64 5.24 5.14 5.01 4.81
65 5.38 5.26 5.11 4.88
66 5.52 5.38 5.20 4.95
67 5.67 5.51 5.31 5.01
68 5.83 5.65 5.41 5.08
69 6.01 5.79 5.52 5.14
70 and above 6.20 5.94 5.62 5.20
</TABLE>

<PAGE>

<TABLE>
Option 3 - Joint and Last Survivor Life Annuity

<CAPTION>
Adjusted Age Adjusted Age of Secondary Annuitant
of Annuitant -----------------------------------Female-------------------------------

Female F50 F55 F60 F65 F70
<S> <C> <C> <C> <C> <C>
50 3.76 3.89 4.01 4.11 4.19
55 3.84 4.01 4.18 4.33 4.46
60 3.90 4.11 4.33 4.56 4.77
65 3.95 4.19 4.47 4.78 5.09
70 3.99 4.25 4.58 4.96 5.39
</TABLE>

<TABLE>
Adjusted Age
of Annuitant
<CAPTION>
Male M50 M55 M60 M65 M70
<S> <C> <C> <C> <C> <C>
50 3.76 3.84 3.90 3.95 3.99
55 3.89 4.01 4.11 4.19 4.25
60 4.01 4.18 4.33 4.47 4.58
65 4.11 4.33 4.56 4.78 4.96
70 4.19 4.46 4.77 5.09 5.39
</TABLE>

<TABLE>
Option 4 - Payments for a Designated Period
<CAPTION>
Years of Amount of Monthly Years of Amount of Monthly
Payment Payment Payment Payment
<S> <C> <C> <C>
5 $ 18.12 23 $ 5.24
6 15.35 24 5.09
7 13.38 25 4.96
8 11.90 26 4.84
9 10.75 27 4.73
10 9.83 28 4.63
11 9.09 29 4.53
12 8.46 30 4.45
13 7.94 31 4.37
14 7.49 32 4.29
15 7.10 33 4.22
16 6.76 34 4.15
17 6.47 35 4.09
18 6.20 36 4.03
19 5.97 37 3.98
20 5.75 38 3.92
21 5.56 39 3.88
22 5.39 40 3.83
</TABLE>

<PAGE>

UNISEX ANNUITY TABLES

AMOUNT OF MONTHLY PAYMENT

OR EACH $1,000 OF ANNUITY VALUE

<TABLE>
Options 1 and 2 - Life Annuities

<CAPTION>
Adjusted Age
----------------- Monthly Payments Guaranteed -----------------
<S> <C> <C> <C> <C>
Option 1 Option 2 Option 2 Option 2
None 120 180 240
50 4.18 4.15 4.12 4.07
51 4.24 4.21 4.18 4.12
52 4.31 4.28 4.24 4.17
53 4.38 4.34 4.30 4.23
54 4.45 4.41 4.36 4.28
55 4.53 4.48 4.43 4.34
56 4.61 4.56 4.50 4.40
57 4.70 4.64 4.57 4.46
58 4.79 4.73 4.65 4.52
59 4.89 4.82 4.72 4.59
60 5.00 4.91 4.81 4.65
61 5.11 5.02 4.89 4.71
62 5.23 5.12 4.98 4.78
63 5.36 5.23 5.07 4.85
64 5.49 5.35 5.17 4.91
65 5.64 5.48 5.26 4.98
66 5.80 5.61 5.36 5.04
67 5.96 5.74 5.46 5.10
68 6.14 5.88 5.57 5.16
69 6.34 6.03 5.67 5.21
70 and above 6.54 6.19 5.77 5.27
</TABLE>

<TABLE>
Option 3 -Joint and Last Survivor Life Annuity

<CAPTION>
Adjusted Age
of Annuitant

Unisex 50 55 60 65 70
<S> <C> <C> <C> <C> <C>
50 3.75 3.85 3.94 4.01 4.07
55 3.85 4.00 4.13 4.24 4.33
60 3.94 4.13 4.32 4.49 4.65
65 4.01 4.24 4.49 4.75 5.00
70 4.07 4.33 4.65 5.00 5.36
</TABLE>

<PAGE>

AMERICAN GENERAL LIFE
Insurance Company

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

All payments and values provided by this Contract, when based on the
investment experience of a Separate Account, are variable, may increase or
decrease and are no guaranteed as to amount. See the "Separate Account" and
"Variable Annuity Payments" provisions in this Contract.

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

American General Life
Insurance Company
2727-A Allen Parkway
P. 0. Box 1401
Houston,Texas 77251-1401
713) 831-3505

EXHIBIT 5

AMERICAN GENERAL LIFE INSURANCE COMPANY
P.O. BOX 1401 HOUSTON, TEXAS 77251-1401
AMERICAN [Select Reserve]
GENERAL
VARIABLE ANNUITY APPLICATION

INSTRUCTIONS: Please type or print in permanent black ink.
______________________________________________________________________________
1. ANNUITANT
Name:__________________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
Phone: ______________________ DOB:______________ (max age 85)
Sex: [ ]M [ ]F SS #: ____________________________

2. CONTINGENT ANNUITANT (optional)
Name:__________________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
Phone: ______________________ DOB:______________ (max age 85)
Sex: [ ]M [ ]F SS #: ____________________________

3. OWNER (Complete only if different than Annuitant.)
Name:__________________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
Phone: ______________________ DOB:______________ (max age 85)
Sex: [ ]M [ ]F SS #: ____________________________

4. JOINT OWNER (optional)
Name:__________________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
Phone: ______________________ DOB:______________ (max age 85)
Sex: [ ]M [ ]F SS #: ____________________________

5. BENEFICIARY DESIGNATION (If more space is needed, please use Section 11 on
page 2.)

Primary (if more than one, indicate percentages)
Name/Relationship:

Secondary (if more than one, indicate percentages)
Name/Relationship:

6. PAYMENT INFORMATION (Please make checks payable to American General Life.)

Initial Purchase Payment: $_________ If [ ]1035X OR [ ]Transfer then estimated
amount: $__________

[ ]Non-Qualified [ ]Qualified: (Check appropriate boxes in A & B.)

A. [ ]Rollover [ ]Transfer

B. Type of Plan: [ ]IRA [ ]SEP-IRA [ ]401(k) [ ]Other

7. INVESTMENT OPTIONS (Total allocations must equal 100%; use whole
percentages.)

[American General Series Portfolio Company
Money Market (13) __________%
Hotchkis and Wiley Variable Trust
Equity Income VIP (1) __________%
Low Duration VIP (3) __________%
LEVCO Series Trust
LEVCO Equity Value (2) __________%
Navellier Variable Insurance Series Fund, Inc.
Navellier Growth (4) __________%
OFFITBANK Variable Insurance Fund, Inc.
OFFITBANK VIF-Emerging Markets(5) __________%
OFFITBANK VIF-High Yield (6) __________%
OFFITBANK VIF-Total Return (7) __________%
OFFITBANK VIF-U.S. Government Securities (8) __________%
Royce Capital Fund
Royce Premier (9) __________%
Royce Total Return (10) __________%
Wright Managed Blue Chip Series Trust
Wright International Blue Chip (11) __________%
Wright Selected Blue Chip (12) __________%
Other
___________________________________________ __________%
Fixed Account
1-Year Guarantee Period (15) __________%]

8. DOLLAR COST AVERAGING

Dollar cost average: $__________ (per transfer) taken from the:
[ ]Money Market OR [ ]1-Year Guarantee Period.
Frequency: [ ]Monthly [ ]Quarterly [ ]Semiannually [ ]Annually
Duration: [ ]12 months [ ]24 months [ ] 36 months
to be allocated to the Variable Division(s) as indicated below.

[American General Series Portfolio Company
Money Market (13) $__________
Hotchkis and Wiley Variable Trust
Equity Income VIP (1) $__________
Low Duration VIP (3) $__________
LEVCO Series Trust
LEVCO Equity Value (2) $__________
Navellier Variable Insurance Series Fund, Inc.
Navellier Growth (4) $__________
OFFITBANK Variable Insurance Fund, Inc.
OFFITBANK VIF-Emerging Markets (5) $__________
OFFITBANK VIF-High Yield (6) $__________
OFFITBANK VIF-Total Return (7) $__________
OFFITBANK VIF-U. S. Government Securities (8) $__________
Royce Capital Fund
Royce Premier (9) $__________
Royce Total Return (10) $__________
Wright Managed Blue Chip Series Trust
Wright International Blue Chip (11) $__________
Wright Selected Blue Chip (12) $__________
Other
________________________________________ $__________
________________________________________ $__________]
_______________________________________________________________________________
L 8986-97

<PAGE>

9. TELEPHONE TRANSFER PRIVILEGE I (or We, if Joint Owners) hereby
authorize American General Life Insurance Company ("AGL") to act on telephone
instructions to transfer values among the Variable Divisions and Fixed
Accounts and to change allocations for future purchase payments given by:
(INITIAL APPROPRIATE BOX(ES) BELOW.)

[ ]Contract Owner(s)-if Joint Owners, either of us acting independently

[ ]Agent/Registered Representative who is both appointed to represent AGL and
with the firm authorized to service my contract.

AGL and any person designated by this authorization will not be responsible
for any claim, loss, or expense based upon telephone transfer instructions
received and acted on in good faith, including losses due to telephone
instruction communication errors. AGL's liability for erroneous transfers,
unless clearly contrary to instructions received, will be limited to
correction of the allocations on a current basis. If an error, objection, or
other claim arises due to a telephone transfer transaction, I will notify AGL
in writing within five working days from receipt of confirmation of the
transaction from AGL. I understand that this authorization is subject to the
terms and provisions of my variable annuity contract and its related
prospectus. This authorization will remain in effect until my written notice
of its revocation is received by AGL at its main office.

[ ]Check here to decline telephone transfer privilege.
_______________________________________________________________________________
10. REPLACEMENT Will the proposed contract replace any existing annuity or
insurance contract? (If "yes," list company name, plan, and year of issue, and
complete appropriate replacement documents.) [ ]No [ ]Yes
_______________________________________________________________________________
11. SPECIAL INSTRUCTIONS
______________________________________________________________________________
12. SIGNATURES

All statements made in this application are true to the best of our knowledge
and belief, and we agree to all terms and conditions as shown. We further
agree that this application, if attached, shall be a part of the annuity
contract, and we verify our understanding that ALL PAYMENTS AND VALUES
PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT, ARE VARIABLE, MAY INCREASE OR DECREASE, AND ARE NOT GUARANTEED AS TO
THE DOLLAR AMOUNT. We acknowledge receipt of the prospectus for American
General Life Insurance Company Separate Account D and the summary prospectus
for each of the investment options listed in Section 7 of this application. If
this application is for an IRA or a Simplified Employee Pension, we
acknowledge receipt of the Individual Retirement Annuity Disclosure Statement
provided to us in conjunction with the current prospectus for Separate Account
D.
______________________________________________________________________________
UNDER PENALTIES OF PERJURY, I CERTIFY: (1) THAT THE SOCIAL SECURITY (OR
TAXPAYER IDENTIFICATION) NUMBER IS CORRECT AS IT APPEARS IN THIS APPLICATION;
AND (2) THAT I AM NOT SUBJECT TO BACKUP WITHHOLDING UNDER SECTION
3406(A)(1)(c) OF THE INTERNAL REVENUE CODE. THE INTERNAL REVENUE SERVICE DOES
NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
_______________________________________________________________________________
Signed at __________________________________________ Date______________________
CITY STATE
X____________________________________ X____________________________________
Signature of Annuitant Signature of Owner (If different than
Annuitant)

X____________________________________ X____________________________________
Signature of Annuitant Signature of Owner (If different than
Annuitant)
_______________________________________________________________________________
13. DEALER/LICENSED AGENT INFORMATION AND SIGNATURES

Licensed Agent: __________________________ ___________________________________
PRINT AGENT NAME AGENT NUMBER/LOCATION

__________________________ ___________________________________
PHONE NUMBER STATE LICENSE NUMBER (FLORIDA ONLY)

Will the proposed contract replace any existing annuity or insurance contract?
[ ]No [ ]Yes

The agent hereby certifies that all information contained in this application
is true to the best of his/her knowledge and belief.

X____________________________________ ____________________________________
Signature of Licensed Agent Print Name of Broker-Dealer

X____________________________________ ____________________________________
Signature of Licensed Principal Address of Branch Office
Broker-Dealer
_______________________________________________________________________________
L 8986-97