AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D
485APOS, 1997-05-21
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                                                    Registration Nos. 33-43390
                                                                      811-2441

                 As filed with the Commission on May 21, 1997
                 --------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
         Pre-Effective Amendment No.   ___         ___
         Post-Effective Amendment No.  13           X
                                      

                                    and/or

       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
         Amendment No.   61             X

                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT D

                          (Exact Name of Registrant)

                    AMERICAN GENERAL LIFE INSURANCE COMPANY

                              (Name of Depositor)

                             2727-A Allen Parkway
                           Houston, Texas 77019-2191

       (Address of Depositor's Principal Executive Officers) (Zip Code)
                                (713) 831-3632

              (Depositor's Telephone Number, including Area Code)

                            Steven A. Glover, Esq.
               Associate General Counsel and Assistant Secretary

                    American General Life Insurance Company
                  2727-A Allen Parkway, Houston, Texas 77019

                    (Name and Address of Agent for Service)

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

           Approximate Date of Proposed Public Offering: Continuous

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

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


<PAGE>

If appropriate, check the following:

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

Pursuant to the provisions of Rule 24f-2 under the  Investment  Company Act of
1940, Registrant has elected to register an indefinite number or amount of its
securities  under the  Securities  Act of 1933.  That election was  previously
filed in Registrant's  Form N-4  registration  statement (File No. 2-49805 and
File No. 811-2441). Registrant filed a Rule 24f-2 Notice on February 24, 1997,
for its most recent fiscal year ended December 31, 1996.

<PAGE>

     This  Registration  Statement  comprehends  two  successive  versions  of
contracts.  The first version of contracts  includes  Contract Form No. 91010,
Contract Form No. 93020 and Contract Form No. 93021 (and any state  variations
thereof,  including Form No. 91011).  The second version of contracts includes
contract Form No. 95020 Rev. 896 and Contract Form No. 95021 Rev. 896.

     Registrant is amending this Registration Statement in connection with the
continuing  offer of the second  version of contracts.  Registrant  has ceased
offering the first version of contracts  and,  pursuant to positions  taken by
the Securities and Exchange  Commission staff, does not amend the Registration
Statement in connection  with the first version of contracts  (except as noted
below).

     Under the foregoing circumstances, Registrant's exhibit list, in response
to Item 24(b),  includes  exhibits  that are  applicable  to the first and the
second  versions of contracts.  Registrant's  responses to Items 25 through 32
are amended,  to the extent  necessary or appropriate,  in connection with the
second  version of  contracts,  except for the  "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," set
out under Item 32 ("Representation"). Registrant's Representation, pursuant to
positions taken by the Securities and Exchange Commission staff, is applicable
to the first and the second versions of contracts.  Certain information in the
Registration  Statement regarding Registrant  necessarily subsumes information
applicable  to the first  version  of  contracts  (as well as other  contracts
funded through Registrant and not comprehended by this Registration  Statement
under  the  Securities  Act of 1933,  but  comprehended  by this  Registration
Statement under the Investment Company Act of 1940).

<PAGE>

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

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

<TABLE>
                                    PART A
                Showing Location of Information in Prospectuses
<CAPTION>
 Form N-4
 Item No.                                                                  Prospectus Caption
 --------                                                                  -------------------
<S>                                                                        <C>
 1.  Cover Page. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   Cover Page

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

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

 4.  Condensed Financial Information . . . . . . . . . . . . . . . . . .   Synopsis of Contract Provisions - Performance
                                                                           Information; Cover Page; Financial
                                                                           Information

 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; Long-Term
                                                                           Care and Terminal Illness

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


                                       i

<PAGE>

<TABLE>
                                    PART A
<CAPTION>
 Form N-4
 Item No.                                                                  Prospectus Caption
 --------                                                                  -------------------
<S>                                                                        <C>
 8.  Annuity Period. . . . . . . . . . . . . . . . . . . . . . . . . . .   Annuity Period and Annuity Payment Options

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

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

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

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

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

14.  Table of Contents of Statement
     of Additional Information . . . . . . . . . . . . . . . . . . . . .   Contents of Statement of Additional
                                                                           Information
</TABLE>


                                      ii

<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.


                                      iv

<PAGE>

                                GENERATIONS(TM)
               COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS
                                  OFFERED BY
                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                       ANNUITY ADMINISTRATION DEPARTMENT
                   P.O. BOX 1401, HOUSTON, TEXAS 77251-1401
                          1-800-200-3883 713/831-3505

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

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

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

This  Prospectus is designed to provide  information  about the Contracts that
you should know before  investing.  Please read it  carefully  and keep it for
future  reference.  Information  about certain  aspects of the  Contracts,  in
addition to that found in this Prospectus,  has been filed with the Securities
and Exchange  Commission  in the  Statement  of  Additional  Information  (the
"Statement").  The Statement,  dated May 1, 1997, is incorporated by reference
into this Prospectus. The "Table of Contents" of the Statement appears at page
39 of this  Prospectus.  You may  obtain  a free  copy of the  Statement  upon
written or oral request to AGL's Annuity Administration Department in our Home
Office, which is located at 2727-A Allen Parkway,  Houston,  Texas 77019-2191.
The mailing address and telephone numbers are set forth above.

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

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

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY CURRENT  PROSPECTUSES OF THE
VAN KAMPEN  AMERICAN  CAPITAL  LIFE  INVESTMENT  TRUST AND THE MORGAN  STANLEY
UNIVERSAL FUNDS, INC.

                         PROSPECTUS DATED MAY 1, 1997


<PAGE>

<TABLE>
                                   CONTENTS

<S>                                                                        <C>
Glossary..................................................................  4
Fee Table.................................................................  6
Synopsis of Contract Provisions...........................................  9
  Minimum Investment Requirements.........................................  9
  Purchase Payment Accumulation...........................................  9
  Fixed and Variable Annuity Payments.....................................  9
  Changes in Allocations Among Divisions and Guarantee Periods............ 10
  Surrenders, Withdrawals and Cancellations............................... 10
  Death Proceeds.......................................................... 10
  Limitations Imposed by Retirement Plans and Employers................... 11
  Communications to Us.................................................... 11
  Performance Information................................................. 11
  Financial Ratings....................................................... 12
  Other Information....................................................... 13
Financial Information..................................................... 13
AGL....................................................................... 13
Separate Account D........................................................ 13
The Series ............................................................... 13
  Voting Privileges....................................................... 15
The Fixed Account......................................................... 16
Contract Issuance and Purchase Payments................................... 17
Owner Account Value....................................................... 18
  Variable Account Value.................................................. 19
  Fixed Account Value..................................................... 19
Transfer, Automatic Rebalancing, Surrender and Partial Withdrawal of
  Owner Account Value..................................................... 19
  Transfers............................................................... 19
  Automatic Rebalancing................................................... 20
  Surrenders and Partial Withdrawals...................................... 21
Annuity Period and Annuity Payment Options................................ 22
  Annuity Commencement Date............................................... 22
  Application of Owner Account Value...................................... 22
  Fixed and Variable Annuity Payments..................................... 22
  Annuity Payment Options................................................. 23
  Transfers............................................................... 25
Death Proceeds............................................................ 25
  Death Proceeds Prior to the Annuity Commencement Date................... 25
  Death Proceeds After the Annuity Commencement Date...................... 26
  Proof of Death.......................................................... 27
Charges Under the Contracts............................................... 27
  Premium Taxes........................................................... 27
  Surrender Charge........................................................ 27
  Transfer Charges........................................................ 29
  Annual Contract Fee..................................................... 29
  Charge to Separate Account D............................................ 30
  Miscellaneous........................................................... 30
  Systematic Withdrawal Plan ............................................. 30
  One-Time Reinstatement Privilege........................................ 30


                                       2

<PAGE>

  Reduction in Surrender Charges and Administrative Charges............... 31
Long-Term Care and Terminal Illness....................................... 31
  Long-Term Care.......................................................... 31
  Terminal Illness........................................................ 31
Other Aspects of the Contracts............................................ 31
  Owners, Annuitants and Beneficiaries; Assignments....................... 31
  Reports................................................................. 32
  Rights Reserved by Us................................................... 32
  Payment and Deferment................................................... 32
Federal Income Tax Matters................................................ 33
  General................................................................. 33
  Non-Qualified Contracts................................................. 33
  Individual Retirement Annuities ("IRAs")................................ 35
  Simplified Employee Pension Plans....................................... 36
  Simple Retirement Accounts.............................................. 36
  Other Qualified Plans................................................... 36
  Private Employer Unfunded Deferred Compensation Plans................... 37
  Excess Distributions - 15% Tax.......................................... 37
  Federal Income Tax Withholding and Reporting............................ 38
  Taxes Payable by AGL and Separate Account D............................. 38
Distribution Arrangements................................................. 38
Legal Matters............................................................. 39
Other Information on File................................................. 39
Contents of Statement of Additional Information........................... 39
</TABLE>


                                       3

<PAGE>

                                   GLOSSARY


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

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

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

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

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

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

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

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

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

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

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

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

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

CONTRACT - an individual annuity Contract offered by this Prospectus.

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

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

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

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

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


                                       4

<PAGE>

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

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

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

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

HOME  OFFICE - our  office  at the  following  addresses  and  phone  numbers:
American General Life Insurance Company,  Annuity  Administration  Department,
2727-A Allen Parkway,  Houston,  Texas 77019-2191;  mailing address - P.O. Box
1401, Houston, Texas 77251-1401; 1-800-200-3883 or 713-831-3505.

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

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

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

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

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

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

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

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

VALUATION  PERIOD - the period that starts at the close of regular  trading on
the New York  Stock  Exchange  on a  Valuation  Date and ends at the  close of
regular trading on the exchange on the next succeeding Valuation Date.

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

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.


                                       5

<PAGE>

                                   FEE TABLE

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


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


ANNUAL CONTRACT FEE (3)................................................  $30


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

    Mortality and Expense Risk Charge..................................    1.25%
    Administrative Expense Charge......................................    0.15%
                                                                           -----
      Total Separate Account D Annual Expenses.........................    1.40%
                                                                           =====
<FN>
- - --------

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

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

(3) This charge is not imposed during the Annuity Period.
</FN>
</TABLE>


                                       6

<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>
Emerging Growth                       0.00%                      0.85%                       0.85%
Enterprise (2)                        0.37%                      0.23%                       0.60%
Growth and Income                     0.00%                      0.75%                       0.75%
Domestic Income (2)                   0.00%                      0.60%                       0.60%
Government (2)                        0.33%                      0.27%                       0.60%
Money Market (2)                      0.00%                      0.60%                       0.60%
Real Estate Securities                0.83%                      0.27%                       1.10%
Asian Equity                          0.80%                      0.40%                       1.20%
Emerging Markets Equity               1.25%                      0.50%                       1.75%
Equity Growth                         0.55%                      0.30%                       0.85%
International Magnum                  0.80%                      0.35%                       1.15%
Global Equity                         0.80%                      0.35%                       1.15%
Value                                 0.55%                      0.30%                       0.85%
Mid Cap Value                         0.75%                      0.30%                       1.05%
High Yield                            0.50%                      0.30%                       0.80%
Fixed Income                          0.40%                      0.30%                       0.70%

<FN>
(1) The annual  expenses  are  estimated  for the current  fiscal year for the
    Emerging Growth, Growth and Income, Real Estate Securities,  Asian Equity,
    Emerging  Markets  Equity,  Equity Growth,  International  Magnum,  Global
    Equity,  Value,  Mid Cap  Value,  High Yield and Fixed  Income  Portfolios
    because none of the Series has financial  statements  covering a period of
    at least ten months.

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

<TABLE>
<CAPTION>
                                     Management                 Other                        Total
                                        Fees                   Expenses                      Expenses
<S>                                   <C>                        <C>                         <C>
Enterprise                            0.50%                      0.25%                       0.75%
Domestic Income                       0.50%                      0.79%                       1.29%
Government                            0.50%                      0.30%                       0.80%
Money Market                          0.50%                      0.79%                       1.29%
</TABLE>


Example (3)   If you  surrender  your  Contract  (or if  you  annuitize  under
              circumstances  where a surrender  charge is payable) (4)  at the
              end of the applicable time period, a $1,000  investment would be
              subject to the following  expenses,  assuming a 5% annual return
              on assets:

<TABLE>
<CAPTION>
 If all amounts are invested                    1 year          3 years          5 years        10 years
 in one of the following                        ------          -------          -------        --------
 Series:
 ---------------------------
<S>                                              <C>              <C>             <C>              <C>
Emerging Growth                                  $78              $118             N/A              N/A
Enterprise                                       $75              $110            $147             $239
Growth and Income                                $77              $114             N/A              N/A
Domestic Income                                  $75              $110            $147             $239
Government                                       $75              $110            $147             $239
Money Market                                     $75              $110            $147             $239
Real Estate Securities                           $80              $125             N/A              N/A

                                                         7

<PAGE>

Asian Equity                                     $87              $139             N/A              N/A
Emerging Markets Equity                          $87              $144             N/A              N/A
Equity Growth                                    $78              $118             N/A              N/A
International Magnum                             $81              $127             N/A              N/A
Global Equity                                    $81              $127             N/A              N/A
Value                                            $78              $118             N/A              N/A
Mid Cap Value                                    $80              $124             N/A              N/A
High Yield                                       $78              $118             N/A              N/A
Fixed Income                                     $76              $113             N/A              N/A
</TABLE>

Example (3)    If you do not  surrender  your  Contract  (or if you  annuitize
               under  circumstances  where a surrender charge is not payable)4
               at the end of the  applicable  time period a $1,000  investment
               would be  subject  to the  following  expenses,  assuming  a 5%
               annual return on assets:

<TABLE>
<CAPTION>
 If all amounts are invested                    1 year          3 years          5 years        10 years
 in one of the following                        ------          -------          -------        --------
 Series:
<S>                                              <C>              <C>             <C>              <C>
Emerging Growth                                  $24              $73              N/A              N/A
Enterprise                                       $21              $65             $111             $239
Growth and Income                                $23              $69              N/A              N/A
Domestic Income                                  $21              $65             $111             $239
Government                                       $21              $65             $111             $239
Money Market                                     $21              $65             $111             $239
Real Estate Securities                           $26              $80              N/A              N/A
Asian Equity                                     $33              $94              N/A              N/A
Emerging Markets Equity                          $33              $99              N/A              N/A
Equity Growth                                    $24              $73              N/A              N/A
International Magnum                             $27              $82              N/A              N/A
Global Equity                                    $27              $82              N/A              N/A
Value                                            $24              $73              N/A              N/A
Mid Cap Value                                    $26              $79              N/A              N/A
High Yield                                       $24              $73              N/A              N/A
Fixed Income                                     $22              $68              N/A              N/A

<FN>
(3) In these  Examples,  "N/A"  indicates  that  SEC  rules  require  that the
    Emerging Growth, Growth and Income, Real Estate Securities,  Asian Equity,
    Emerging  Markets  Equity,  Equity Growth,  International  Magnum,  Global
    Equity,  Value,  Mid Cap  Value,  High Yield and Fixed  Income  Portfolios
    complete the Example for only the one and three year periods.

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

     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.


                                       8

<PAGE>

SYNOPSIS OF CONTRACT PROVISIONS

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

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

MINIMUM INVESTMENT REQUIREMENTS

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

PURCHASE PAYMENT ACCUMULATION

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

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

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

FIXED AND VARIABLE ANNUITY PAYMENTS

     You may  elect  to  receive  Fixed or  Variable  Annuity  Payments,  or a
combination  thereof,  commencing  on the  Annuity  Commencement  Date.  Fixed
Annuity Payments are periodic  payments from AGL, the amount of which is fixed
and  guaranteed  by AGL. The amount of the payments will depend on the Annuity
Payment Option chosen,  the age and, in some cases, sex of the Annuitant,  and
the total amount of Account Value applied to the fixed Annuity Payment Option.

     Variable Annuity Payments are similar to Fixed Annuity  Payments,  except
that the amount of each periodic payment from AGL will vary reflecting the net
investment return of the Division or


                                       9

<PAGE>

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

CHANGES IN ALLOCATIONS AMONG DIVISIONS AND GUARANTEE PERIODS

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

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

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

SURRENDERS, WITHDRAWALS AND CANCELLATIONS

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

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

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

DEATH PROCEEDS

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


                                      10

<PAGE>

LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS

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

COMMUNICATIONS TO US

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

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

PERFORMANCE INFORMATION

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

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

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

     Yield is a measure of the net dividend and interest  income earned over a
specific  one month or 30-day  period  (seven-day  period for the Money Market
Division)   expressed  as  a  percentage  of  the  value  of  the   Division's
Accumulation  Units.  Yield is an  annualized  figure,  which means that it is
assumed  that the Division  generates  the same level of net income over a one
year period which is


                                      11

<PAGE>

compounded on a semi-annual  basis.  The effective  yield for the Money Market
Division  is   calculated   similarly  but  includes  the  effect  of  assumed
compounding.  The Money  Market  Division's  effective  yield will be slightly
higher than its yield due to this compounding effect.

     Average  annual  total  return  figures  include  the  deduction  of  all
recurring  charges  and  fees  applicable  under  the  Contract  to all  Owner
accounts,  including the Mortality and Expense Risk Charge, the Administrative
Expense Charge, the applicable Surrender Charge that may be imposed at the end
of the period in question, and a pro-rated portion of the Annual Contract Fee.
Yield,  effective yield,  total return, and cumulative total return figures do
not include the effect of any  Surrender  Charge that may be imposed  upon the
redemption of Accumulation  Units,  and thus may be higher than if such charge
were deducted.  Total return and  cumulative  total return figures also do not
include the effect of the Annual Contract Fee.

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

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

FINANCIAL RATINGS

AGL may also advertise 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.

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.

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.

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.


                                      12

<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 forty-three  Divisions,  sixteen of which are available  under the
Contracts offered by this Prospectus,  and twenty-seven 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 sixteen Divisions
of the Separate  Account.  These Divisions  invest in shares of seven separate
investment Series of the Trust and nine


                                      13

<PAGE>

separate  Series of the Fund.  The  Trust and the Fund  offer  shares of these
Series,  without sales  charges,  exclusively  to insurance  company  variable
annuity and variable life insurance  separate accounts and not directly to the
public.  The Trust and the Fund offer shares to variable  annuity and variable
life insurance separate accounts of insurers that are not affiliated with AGL.

We do not 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 the Trust or the Fund could cause the  contracts  funded
through another  separate  account to 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 the  Trust or the  Fund.  If it  becomes  necessary  for any
separate  account  to  replace  shares of the  Trust or the Fund with  another
investment,  the Trust or the Fund may have to liquidate portfolio  securities
on a  disadvantageous  basis. At the same time, the Trust's Board of Trustees,
the Fund's  Board of  Directors  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.

     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.

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

               VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST
               -------------------------------------------------
                          Domestic Income Portfolio
                          Emerging Growth Portfolio
                          Enterprise Portfolio
                          Government Portfolio
                          Growth and Income Portfolio
                          Money Market Portfolio
                          Real Estate Securities Portfolio

Van Kampen American Capital Asset Management,  Inc. is the investment  adviser
of each Series of the Trust. Van Kampen American Capital  Distributors,  Inc.,
is the  distributor  of shares of each  Series of the  Trust.  The  investment
adviser and the distributor are wholly-owned  indirect  subsidiaries of Morgan
Stanley  Group Inc.  Morgan  Stanley Group Inc. and various of its directly or
indirectly owned subsidiaries,  including Morgan Stanley & Co. Incorporated, a
registered broker-dealer and


                                      14

<PAGE>

investment  adviser and Morgan  Stanley  International,  are engaged in a wide
range of financial  services.  Their principal  businesses  include securities
underwriting, distribution and trading; merger, acquisition, restructuring and
other corporate finance advisor activities;  merchant banking; stock brokerage
and research services; asset management;  trading of futures, options, foreign
exchange,  commodities and swaps  (involving  foreign  exchange,  commodities,
indices and interest rates); real estate advice,  financing and investing; and
global custody, securities clearance services and securities lending.

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

                 MORGAN STANLEY UNIVERSAL FUNDS, INC.
                 ------------------------------------
                         Asian Equity Portfolio
                         Emerging Markets Equity Portfolio
                         Equity Growth Portfolio
                         International Magnum Portfolio
                         Global Equity Portfolio
                         Value Portfolio
                         Mid Cap Value Portfolio
                         High Yield Portfolio
                         Fixed Income Portfolio

     On May 1, 1997, the Growth Portfolio,  a Series of the Fund,  changed its
name to the Equity Growth Portfolio.

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

     Before  selecting any Division,  you should carefully read the prospectus
that  includes  more  complete  information  about the  Series  in which  that
Division invests,  including investment  objectives and policies,  charges and
expenses.  You can find  information  about the investment  performance of the
Series of the Trust in the Statement and  information  about the experience of
the  investment  advisers to the Series of the Fund in the  prospectus for the
Fund.  You may obtain  additional  copies of such a prospectus  by  contacting
AGL's Annuity Administration  Department at the addresses and phone number set
forth on the cover page of this Prospectus.  When making your request,  please
specify the single or the several Series in which you are interested.

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

VOTING PRIVILEGES

     The Owner prior to the Annuity  Commencement  Date and the  Annuitant  or
other payee during the Annuity Period will be entitled to give us instructions
as to how Series shares held in the


                                      15

<PAGE>

Divisions of Separate Account D attributable to their Contract should be voted
at meetings of  shareholders  of the Series.  Those  persons  entitled to give
voting instructions and the number of votes for which they may give directions
will be  determined  as of the record date for a meeting.  Separate  Account D
will vote all shares of each Series that it holds of record in accordance with
instructions received with respect to all AGL annuity contracts  participating
in that Series.

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

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

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

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

                               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.

     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


                                      16

<PAGE>

interest accrued  thereon,  will be allocated to a new Guarantee Period of the
same  length  unless  AGL has  received  a Written  request  from the Owner to
allocate this amount to a different  Guarantee  Period or Periods or to one or
more of the  Divisions  of Separate  Account D. We must  receive  this Written
request at least three business days prior to the end of the Guarantee Period.
If the Owner has not provided such Written  request and the renewed  Guarantee
Period  extends  beyond  the  scheduled  Annuity  Commencement  Date,  we will
nevertheless  contact the Owner regarding the scheduled  Annuity  Commencement
Date.  If the Owner elects to annuitize in this  circumstance,  the  Surrender
Charge may be waived. (See "Annuity Payment Options" and "Surrender  Charge.")
The first day of the new Guarantee Period (or other  reallocation) will be the
day after the end of the prior Guaran tee Period.  We will notify the Owner at
least  30 days  and not more  than 60 days  prior to the end of any  Guarantee
Period.  If the Owner's Account Value in a Guarantee Period is less than $500,
we reserve the right to automatically  transfer without charge, the balance to
the Money Market Division at the end of that Guarantee Period,  unless we have
received in good order  Written  instructions  to transfer  such  balance to a
different Division.

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

     Each  Guarantee  Period has its own Guaranteed  Interest Rate,  which may
differ from those for other Guarantee  Periods.  From time to time we will, at
our  discretion,  change the  Guaranteed  Interest  Rate for future  Guarantee
Periods of  various  lengths.  These  changes  will not affect the  Guaranteed
Interest  Rates being paid on Guarantee  Periods that have already  commenced.
Each allocation or transfer of an amount to a Guarantee  Period  commences the
running of a new Guarantee Period with respect to that amount, which will earn
a Guaranteed  Interest Rate that will continue unchanged until the end of that
Period.  The  Guaranteed  Interest  Rate will  never be less than the  minimum
Guaranteed Interest Rate stated in your Contract.  Currently we make available
a one year Guarantee  Period,  and no others.  However we reserve the right to
change the Guarantee Periods that we are making available at any time.

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

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

                    CONTRACT ISSUANCE AND PURCHASE PAYMENTS

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

     An  application  to  purchase a Contract  must be made by signed  Written
application  form  provided by AGL or by such other medium or format as may be
agreed to by AGL and Van Kampen


                                      17

<PAGE>

American Capital  Distributors,  Inc. as distributor of the Contracts.  When a
purchase  payment  accompanies  an  application to purchase a Contract and the
application is properly  completed,  we will either  process the  application,
credit the purchase payment,  and issue the Contract or reject the application
and return the purchase  payment  within two Valuation  Dates after receipt of
the application at our Home Office.

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

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

     So long as the Account  Value does not fall below $500,  you need make no
further purchase payments. You may, however, elect to make subsequent purchase
payments  at any time  prior to the  Annuity  Commencement  Date and while the
Owner and Annuitant are still living.  Checks for subsequent purchase payments
should  be made  payable  to  American  General  Life  Insurance  Company  and
forwarded  directly to our Home Office.  We also accept  purchase  payments by
wire or by exchange from another  insurance  company.  You may obtain  further
information  about how to make  purchase  payments by either of these  methods
from your  sales  representative  or from us at the  addresses  and  telephone
numbers on the cover page of this Prospectus.  Purchase  payments  pursuant to
salary reduction plans may be made only with our agreement.

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

                              OWNER ACCOUNT VALUE

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


                                      18

<PAGE>

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.

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.


                                      19

<PAGE>

Such transfers  will be effective at the end of the Valuation  Period in which
we receive your Written or telephone transfer request.

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

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

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

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

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

AUTOMATIC REBALANCING

     Automatic  Rebalancing  within  the  Separate  Account is  available  for
Contracts  with an  Account  Value  of  $25,000  and  larger  at the  time the
application for Automatic Rebalancing is


                                      20

<PAGE>

received. Application for Automatic Rebalancing can be made either at issue or
after issue, and may subsequently be discontinued.

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

SURRENDERS AND PARTIAL WITHDRAWALS

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

     The  amount  payable  to the Owner  upon full  surrender  is the  Owner's
Account Value at the end of the Valuation Period in which we receive a Written
surrender request in good order, minus any applicable  Surrender Charge, minus
the amount of any  uncollected  Contract Fee (see "Annual  Contract  Fee") and
minus any applicable  premium tax. Our current practice is to require that you
return  the  Contract  with any  request  for a full  surrender.  After a full
surrender,  or if the Owner's  Account Value falls to zero,  all rights of the
Owner,  Annuitant  or any other  person  with  respect  to the  Contract  will
terminate,  subject  to a right to  reinstate  the  Contract.  (See  "One-Time
Reinstatement  Privilege.") All collateral assignees of record must consent to
any full surrender or partial withdrawal.

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

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


                                      21

<PAGE>

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

                  ANNUITY PERIOD AND ANNUITY PAYMENT OPTIONS

ANNUITY COMMENCEMENT DATE

     The Owner may select  the  Annuity  Commencement  Date when  applying  to
purchase a  Contract  and may  change a  previously-selected  date at any time
prior to the  beginning of an Annuity  Payment  Option by submitting a Written
request, subject to Company approval. The Annuity Commencement Date may be any
day of any  month up to the  Annuitant's  one  hundredth  birthday  inclusive.
(Pennsylvania   has  special   limitations   which  may  require  the  Annuity
Commencement Date to be as early as age 85 but in no event beyond age 90.) See
"Federal  Income Tax  Matters" for a  description  of the  penalties  that may
attach to  distributions  prior to the Annuitant's  attaining age 59 1/2 under
any Contract or after April 1 of the year following the calendar year in which
the Annuitant attains age 70 1/2 under Qualified Contracts.

APPLICATION OF OWNER ACCOUNT VALUE

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

     We deduct any applicable state and local premium taxes from the amount of
Account Value being applied to an Annuity  Payment  Option.  In some cases, we
may deduct a Surrender  Charge from the amount being  applied.  See "Surrender
Charge."  Subject to any such  adjustments,  your  Variable and Fixed  Account
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 each payment. If the Variable
Annuity Payments are based on more than one Division,  these  calculations are
performed separately


                                      22

<PAGE>

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

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

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

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


                                      23

<PAGE>

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

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

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

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

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

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

OPTION 5 - PAYMENTS  OF A SPECIFIC  DOLLAR  AMOUNT - The amount due is paid in
equal monthly  installments of a designated  dollar amount (not less than $125
nor more than $200 per annum per $1,000 of the original  amount due) until the
remaining  balance is less than the amount of one  installment.  If the person
receiving these payments dies, the remaining  payments  continue to be made to
the  Beneficiary.  Payments  under this option are  available on a fixed basis
only. To determine the remaining balance at the end of any month, such balance
at the end of the previous month is decreased by the amount of any installment
paid during the month and the result will be  accumulated  at an interest rate
not less than 3.5% compounded  annually.  If the remaining balance at any time
is less than the amount of one installment, such balance will be paid and will
be the final payment under the option.

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


                                      24

<PAGE>

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

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

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

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

TRANSFERS

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

                                DEATH PROCEEDS

DEATH PROCEEDS PRIOR TO THE ANNUITY COMMENCEMENT DATE

     The death proceeds  described below are payable to the Beneficiary  under
the Contract if, prior to the Annuity  Commencement Date, any of the following
events  occurs:  (a) the Annuitant  dies and no Contingent  Annuitant has been
named  under a  Non-Qualified  Contract;  (b) the  Annuitant  dies and we also
receive  proof of death of any named  Contingent  Annuitant;  or (c) the Owner
(including  the first to die in the case of joint  Owners) of a  Non-Qualified
Contract  dies,  regardless  of  whether  said  deceased  Owner  was  also the
Annuitant (however, if the Beneficiary is the Owner's surviving


                                      25

<PAGE>

spouse, the Beneficiary may elect to continue the Contract as described in the
second  paragraph  below).  The  death  proceeds,  prior to  deduction  of any
applicable  premium  taxes,  will equal the greatest of (1) the sum of all net
purchase  payments  made (less any  previously-deducted  premium taxes and all
prior partial withdrawals), (2) the Owner's Account Value as of the end of the
Valuation Period in which we receive,  at our Home Office,  proof of death and
the  Written  request  as to  the  manner  of  payment,  or  (3)  the  Highest
Anniversary Value prior to the date of death, as defined below.

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

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

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

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

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

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

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

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

DEATH PROCEEDS AFTER THE ANNUITY COMMENCEMENT DATE

     If the Annuitant dies following the Annuity  Commencement  Date, the only
amounts payable to the Beneficiary or other  properly-designated payee are any
continuing  payments  provided for under the Annuity Payment Option  selected.
See "Annuity Payment Options." In such a case, the payee


                                      26

<PAGE>

will have all the remaining  rights and powers under a Contract and be subject
to all the terms and conditions thereof. Also, if the Annuitant dies following
the Annuity  Commencement  Date, no previously named Contingent  Annuitant can
become the Annuitant.

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

PROOF OF DEATH

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

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

                          CHARGES UNDER THE CONTRACTS

PREMIUM TAXES

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

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

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

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

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

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

     Applicable  premium tax rates depend upon the Owner's  then-current place
of residence. Applicable rates currently range from 0% to 3.5% and are subject
to change by legislation,  administrative interpretations or judicial acts. We
will not make a profit on this charge.

SURRENDER CHARGE

     The Surrender  Charge  reimburses us for part of our expenses  related to
distributing  the  Contracts.  We  believe,  however,  that the amount of such
expenses will exceed the amount of


                                      27

<PAGE>

revenues generated by the Surrender Charge. We will pay such excess out of our
general  surplus,  which  might  include  profits  from  the  charge  for  the
assumption of mortality and expense risks.

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

<TABLE>
<CAPTION>
                                                    Surrender Charge as a
        Year of Purchase                            Percentage of Purchase
        Payment Withdrawal                          Payment Withdrawn
        ------------------                          ----------------------
<S>                                                         <C>
               1st                                          6%
               2nd                                          6%
               3rd                                          5%
               4th                                          5%
               5th                                          4%
               6th                                          3%
               7th                                          2%
               Thereafter                                   0%
</TABLE>

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

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

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

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

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

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

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

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


                                      28

<PAGE>

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

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

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

     The Surrender Charge will not apply to any amounts withdrawn which are in
excess of the amount permitted by the 10% free withdrawal privilege, described
above,  if such  amounts  are  required  to be  withdrawn  to obtain or retain
favorable tax treatment.  For example,  under certain circumstances the income
and estate tax benefits of a charitable  remainder trust may be available only
if assets are withdrawn  from a Contract  funding such trust more rapidly than
the 10% free withdrawal  privilege would permit.  This exception is subject to
our approval.

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

TRANSFER CHARGES

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

ANNUAL CONTRACT FEE

     An Annual  Contract Fee of $30 will be deducted from each Owner's Account
Value at the end of each Contract Year prior to the Annuity Commencement Date.
This Fee is for  administrative  expenses  (which do not  include  expenses of
distributing  the  Contracts),  and we do not expect that the revenues we will
derive from this Fee will exceed such expenses. Unless paid directly, the Fee


                                      29

<PAGE>

will be allocated  among the Guarantee  Periods and Divisions in proportion to
your Account Value in each.  Certain states,  however,  restrict the amount of
the Fee which can be allocated to the  Guarantee  Periods.  The entire Fee for
the year will be deducted from the proceeds of any full surrender.  We reserve
the right to waive the Fee.

CHARGE TO SEPARATE ACCOUNT D

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

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

MISCELLANEOUS

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

SYSTEMATIC WITHDRAWAL PLAN

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

ONE-TIME REINSTATEMENT PRIVILEGE

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


                                      30

<PAGE>

REDUCTION IN SURRENDER CHARGES OR ADMINISTRATIVE CHARGES

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

                      LONG-TERM CARE AND TERMINAL ILLNESS

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

     LONG-TERM CARE

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

TERMINAL ILLNESS

     The rider also provides that no Surrender  Charge will apply to a partial
withdrawal  or total  surrender  if we have  received  a  physician's  Written
certification  that the Annuitant is  considered to be terminally  ill and not
expected to live more than  twelve  months and have  waived or  exercised  our
right to a second physician's opinion.

                        OTHER ASPECTS OF THE CONTRACTS

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

OWNERS, ANNUITANTS, AND BENEFICIARIES; ASSIGNMENTS

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

     The  Beneficiary  and any  Contingent  Beneficiary  are  designated  when
applying to purchase a Contract.  A Beneficiary or Contingent  Beneficiary may
be changed by the Owner  prior to the  Annuity  Commencement  Date,  while the
Annuitant is still alive, and by the payee following the Annuity  Commencement
Date.  Any  designation  of a new  Beneficiary  or Contingent  Beneficiary  is
effective as of the date it is signed but will not affect any payments we make
or action we take before


                                      31

<PAGE>

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.

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,


                                      32

<PAGE>

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.

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).


                                      33

<PAGE>

     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 amount paid is multiplied by the ratio
of the investment in the Contract to the number of expected payments.  In both
cases, the remaining  portion of each annuity  payment,  and all payments made
after the investment in the Contract has been reduced to zero, are included in
the payee's income.  Should annuity  payments cease on account of the death of
the Annuitant  before the investment in the Contract has been fully recovered,
the payee is allowed a deduction for the unrecovered  amount.  If the payee is
the Annuitant, the deduction is taken on the final tax return. If the payee is
a  Beneficiary,  that  Beneficiary  may  recover  the  balance  of  the  total
investment as payments are made or on the  Beneficiary's  final tax return. An
Owner's  "investment  in the  Contract" is the amount equal to the portions of
purchase  payments  made by or on  behalf  of the  Owner  that  have  not been
excluded  or  deducted  from  the  individual's  gross  income,  less  amounts
previously received under the Contract that were not included in income.

     TAXATION OF PARTIAL WITHDRAWALS AND TOTAL SURRENDERS. Partial withdrawals
from a  Contract  are  includible  in income to the  extent  that the  Owner's
Account Value exceeds the investment in the Contract.  In the event a Contract
is  surrendered  in  its  entirety,  any  amount  received  in  excess  of the
investment in the Contract is includible in income,  and any remaining  amount
received is excludible from income.  All annuity contracts issued by us to the
same Owner  during any  calendar  year are to be  aggregated  for  purposes of
determining the amount of any distribution that is includible in gross income.

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


                                      34

<PAGE>

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

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

INDIVIDUAL RETIREMENT ANNUITIES ("IRAS")

     PURCHASE PAYMENTS.  Individuals who are not active  participants in a tax
qualified  retirement plan may, in any year,  deduct from their taxable income
purchase  payments  for an IRA  equal to the  lesser  of $2,000 or 100% of the
individual's  earned income. In the case of married individuals filing a joint
return, the deduction will, in general, be the lesser of $4,000 or 100% of the
combined  earned income of both  spouses,  reduced by any deduction for an IRA
purchase  payment  allowed to the spouse.  Single persons who participate in a
tax-qualified retirement plan and who have adjusted gross income not in excess
of  $25,000  may fully  deduct  their IRA  purchase  payments.  Those who have
adjusted gross income in excess of $35,000 will not be able to deduct purchase
payments, and for those with adjusted gross income between $25,000 and $35,000
the  deduction  is phased out based on the amount of  income.  Similarly,  the
otherwise deductible portion of an IRA purchase payment will be phased out, in
the case of married individuals filing joint tax returns,  with adjusted gross
income  between  $40,000 and $50,000,  and in the case of married  individuals
filing  separately,  with  adjusted  gross  income  between  $0  and  $10,000.
Individuals  who are  precluded  from  deducting  all or a  portion  of  their
purchase payments because of participation in a tax-qualified  retirement plan
may still make  non-deductible  contributions  on which  earnings  will be tax
deferred.  The total of deductible and  non-deductible  contributions  may not
exceed  the  lesser of $2,000  or 100% of  earned  income,  or, in the case of
married individuals filing a joint return, the lesser of $4,000 or 100% of the
combined earned income of both spouses.

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

     TAX FREE  ROLLOVERS.  Amounts may be transferred  in a tax-free  rollover
from a  tax-qualified  plan to an IRA  (and  from one IRA to  another  IRA) if
certain  conditions  are met. All taxable  distributions  ("eligible  rollover
distributions") from tax qualified plans are eligible to be rolled over


                                      35

<PAGE>

with the exception of (1) annuities paid over a life or life  expectancy,  (2)
installments  for a period  of ten  years or more,  and (3)  required  minimum
distributions under section 401(a)(9) of the Code.

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

SIMPLIFIED EMPLOYEE PENSION PLANS

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

SIMPLE RETIREMENT ACCOUNTS

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

OTHER QUALIFIED PLANS

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

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

     A 10% penalty  tax is imposed on the amount  includible  in gross  income
from distributions  that occur before the employee's  attaining age 59 1/2 and
that are not made on account of death or disability,  with certain exceptions.
These exceptions include distributions that are (1) part of a series


                                      36

<PAGE>

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.

EXCESS DISTRIBUTIONS - 15% TAX

     Certain  persons,  particularly  those who  participate  in more than one
tax-qualified  retirement  plan, may be subject to an additional tax of 15% on
certain excess aggregate  distributions  from those plans. In general,  excess
distributions are taxable  distributions for all tax qualified plans in excess
of a  specified  annual  limit  for  payments  made in the form of an  annuity
(currently   $160,000)   or  five   times  the  annual   limit  for   lump-sum
distributions.


                                      37

<PAGE>

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  registered
representatives  of Van Kampen American  Capital  Distributors,  Inc. or other
broker-dealer  firms or  representatives  of other  firms that are exempt from
broker-dealer regulation. AGSI, Van Kampen American Capital Distributors, Inc.
and any such other  broker-dealer firms are registered with the Securities and
Exchange   Commission   under  the   Securities   Exchange   Act  of  1934  as
broker-dealers  and are  members of the  National  Association  of  Securities
Dealers,  Inc.  AGSI is a  wholly-owned  subsidiary of AGL.  AGSI's  principal
business  address is the same as that of our Home Office.  The interests under
the Contracts are offered on a continuous  basis. AGSI and Van Kampen American
Capital Distributors,  Inc. have entered into certain revenue and cost-sharing
arrangements in connection with the marketing of the Contracts.

     AGL  compensates Van Kampen American  Capital  Distributors,  Inc. ("VKAC
Distributors") and other  broker-dealers  that sell the Contracts according to
one or more  compensation  schedules.  The schedules  provide for  commissions
ranging from 4.75% up to 6% of first year purchase  payments received pursuant
to the Contracts. In addition, depending on the schedule selected, AGL may pay
continuing "trail" commissions ranging from 0.25% to 0.50% of Contract Account
Value. AGL also


                                      38

<PAGE>

has agreed to pay VKAC Distributors for its promotional activities such as the
solicitation of selling group agreements between broker-dealers and AGL, agent
appointments with AGL, printing and development of sales literature to be used
by AGL  appointed  agents as well as related  marketing  support  and  related
special promotional  campaigns.  These distribution  expenses do not result in
any  additional  charges  under the  Contracts  that are not  described  under
"Charges under the Contracts."

                                 LEGAL MATTERS

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

                           OTHER INFORMATION ON FILE

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

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

<TABLE>
                CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
<S>                                                                           <C>
General Information ........................................................  2
Regulation and Reserves ....................................................  2
Independent Auditors........................................................  2
Services....................................................................  3
Principal Underwriter.......................................................  3
Annuity Payments............................................................  3
  A.  Gender of Annuitant...................................................  3
  B.  Misstatement of Age or Sex and Other Errors ..........................  3
Change of Investment Adviser or Investment Policy ..........................  4
Terms of Exemptive Relief in Connection with Mortality
  and Expense Risk Charge ..................................................  4
Performance Data for the Divisions .........................................  4
Effect of Tax-Deferred Accumulation.........................................  8
Financial Statements........................................................  9
Index to Financial Statements .............................................. 10
</TABLE>


                                      39

<PAGE>

            (THE FOLLOWING DOCUMENTS ARE NOT PART OF A PROSPECTUS)

                         GENERATIONS VARIABLE ANNUITY
                         DISCLOSURES AND FORMS SECTION

<TABLE>
                                    INDEX


<CAPTION>

<S>                                                                   <C>
Individual Retirement Annuity Disclosure Statement
  and Financial Disclosure..........................................  page  1
1035 Exchange Instructions..........................................  page  9
Qualified and Non Qualified Funds Transfer Instructions.............  page 10
Absolute Assignment Form............................................  page 11
Qualified Funds Transfer Form.......................................  page 13
Non-Qualified Funds Transfer Form...................................  page 14
Change Request Form.................................................  page 15
Systematic Withdrawals Request Form.................................  page 17
Automatic Additional Purchase Form..................................  page 19
Change of Beneficiary Form..........................................  page 21
Statement of Additional Information Request Form....................  page 23
</TABLE>


<PAGE>

                  (THIS DOCUMENT IS NOT PART OF A PROSPECTUS)

              INDIVIDUAL RETIREMENT ANNUITY DISCLOSURE STATEMENT
                                 INTRODUCTION

THIS  DISCLOSURE  STATEMENT  IS DESIGNED FOR OWNERS OF IRAS ISSUED BY AMERICAN
GENERAL LIFE INSURANCE COMPANY AFTER DECEMBER 31, 1996.

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

                                  REVOCATION

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

MAIL NOTIFICATION OF REVOCATION AND YOUR POLICY TO:
                 American General Life Insurance Company
                 Annuity Administration Department
                 P. O. Box 1401
                 Houston, Texas  77251-1401
                (Phone No. (800) 247-6584).

                                  ELIGIBILITY

Under  Internal  Revenue Code  ("Code")  Section 219, if you are not an active
participant (see A. below), you may make a contribution of up to the lesser of
$2,000 or 100% of  compensation  and take a  deduction  for the entire  amount
contributed.  If you are a married  individual filing a joint return, and your
compensation is less than your spouse's,  the deduction  will, in general,  be
the lesser of $4,000 or 100% of the combined  earned  income of both  spouses,
reduced by any deduction for an IRA purchase  payment  allowed to your spouse.
If you are an active  participant,  but have an adjusted  gross  income  (AGI)
below  a  certain  level  (see B.  below),  you may  still  make a  deductible
contribution.  If,  however,  you or your spouse is an active  participant and
your combined AGI is above the specified  level,  the amount of the deductible
contribution  you  may  make to an IRA  will be  phased  down  and  eventually
eliminated.

A.   ACTIVE PARTICIPANT

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


                                    Page 1

<PAGE>

as a tax  sheltered  annuity  arrangement  or a  401(k)  plan),  a  Simplified
Employee Pension program (SEP), any Simple Retirement  Account or a plan which
promises you a retirement  benefit  which is based upon the number of years of
service  you  have  with  the  employer,  you  are  likely  to  be  an  active
participant.  Your Form W-2 for the year should  indicate  your  participation
status.

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

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

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

B.   ADJUSTED GROSS INCOME (AGI)

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

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

If your AGI is less than $10,000 above your Threshold Level, you will still be
able to make a deductible contribution,  but it will be limited in amount. The
amount by which your AGI exceeds your Threshold Level (AGI - Threshold  Level)
is called your  Excess AGI.  The  Maximum  Allowable  Deduction  is $2,000 (or
$4,000 if you are married, file a joint return and earn less compensation than
your spouse). You can estimate your Deduction Limit as follows:

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

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

You must round up the result to the next  highest $10 level (the next  highest
number  which ends in zero).  For example,  if the result is $1,525,  you must
round it up to $1,530. If the final result is below


                                    Page 2

<PAGE>

$200 but above  zero,  your  Deduction  Limit is $200.  Your  Deduction  Limit
cannot, in any event, exceed 100% of your compensation.

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

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

                  So, her IRA deduction limit is:

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

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

                  Their AGI is $44,255
                  Their Threshold Level is $40,000
                  Their Excess AGI is (AGI - Threshold Level) or ($44,255 -
                  $40,000) = $4,255 The Maximum Allowable Deduction for each
                  spouse is $2,000
                  So, each spouse may compute his or her IRA deduction limit
                  as follows:

                        $10,000 - 4,255
                        ---------------  x $2,000 = $1,149 (rounded to $1,150)
                            $10,000
  
     EXAMPLE 3: If, in Example 2, Mr. Young did not earn any compensation,
     each spouse may still contribute to an IRA and calculate their deductible
     contribution to each IRA as in Example 2.

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

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

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

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


                                    Page 3

<PAGE>

                     NON-DEDUCTIBLE CONTRIBUTIONS TO IRAS

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

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

You may make a $2,000  contribution  (or up to $4,000  in the case of  married
individuals  filing a joint  return)  at any time  during  the  year,  if your
compensation for the year will be at least $2,000 (or up to $4,000 in the case
of married individuals filing a joint return), without having to know how much
will be deductible. When you fill out your return, you may then figure out how
much is deductible.

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

                               IRA DISTRIBUTIONS

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

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

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


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


                                    Page 4

<PAGE>

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

<TABLE>
<CAPTION>
         YEAR                       DEDUCTIBLE                            NON-DEDUCTIBLE
<S>                                      <C>                                <C>
         1987                            $  2,000
         1988                               1,800
         1991                               1,000                            $ 1,000
         1993                                 600                              1,400
                                         --------                            -------
                                         $  5,400                            $ 2,400
</TABLE>

<TABLE>
<S>                                                                          <C>
         Deductible Contributions:                                           $ 5,400
         Non-Deductible Contributions:                                         2,400
         Earnings on IRAs:                                                     1,200
                                                                             -------

         Total Account Balance of IRA(s) as of 12/31/96:                     $ 9,000
         (before distributions in 1996).
</TABLE>

In 1996, the  individual  takes a  distribution  of $3,000.  The total account
balance in the IRAs on  12/31/96  before  1996  distributions  is $9,000.  The
non-taxable portion of the distributions for 1996 is figured as follows:

Total non-deductible contributions                      $2,400
                                                        ------  x $3,000 = $800
Total account balance in the IRAs, before distributions $9,000


Thus,  $800 of the $3,000  distribution  in 1996 will not be  included  in the
individual's taxable income. The remaining $2,200 will be taxable for 1996.

                              ROLLOVER IRA RULES

1.   IRA TO IRA

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

2.   EMPLOYER PLAN DISTRIBUTIONS TO IRA

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

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


                                    Page 5

<PAGE>

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

                     PENALTIES FOR PREMATURE DISTRIBUTIONS

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

                             MINIMUM DISTRIBUTIONS

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

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

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

                                  REPORTING

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

                            PROHIBITED TRANSACTIONS

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

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


                                    Page 6

<PAGE>

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

                             EXCESS CONTRIBUTIONS

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

                                 IRS APPROVAL

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

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


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

This Financial  Disclosure is applicable to IRAs using a Generations  Variable
Annuity  (contract form numbers 95020 Rev 896 or 95021 Rev 896) purchased from
American General Life Insurance Company on or after May 1, 1997.

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

CHARGES:

     (a) A maximum annual contract  maintenance  charge of $30 deducted at the
         end of each contract year.

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

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


                                    Page 7

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

     (g) Each variable division will be charged a fee for asset management and
         other expenses  deducted directly from the underlying fund during the
         Accumulation  and Payout  Phase.  Total fees will range between 0.60%
         and 1.75%.


                                    Page 8

<PAGE>


                          1035 EXCHANGE INSTRUCTIONS

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

1.  Processing Rules

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

A 1035 exchange is for non-qualified funds only.

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

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

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

In addition, the following contract types exchanges are required:

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

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

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

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

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

2. Forms Requirements

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

Replacement form as required by state, if applicable.

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

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

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

3. Signature Requirements

The annuitant of the new  application  (age 15 or older) must sign the Annuity
Application.  The  proposed  owner of the new  contract  must sign the Annuity
Application and the Absolute Assignment form (L8714). If the owner is a trust,
the trustee must sign the  application  and Absolute  Assignment  Form (L8714)
along with the trustee's title.


                                    Page 9

<PAGE>

                       QUALIFIED AND NON QUALIFIED FUNDS
                             TRANSFER INSTRUCTIONS

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

 1. PROCESSING RULES

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

    There are three types of transfers:

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

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

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

    Partial transfers are allowed.

    Please consult a tax advisor for any tax consequences.

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

    A transfer may be qualified or nonqualified.

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

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

 2. FORM REQUIREMENTS  

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

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

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

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

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

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

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

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

 3. SIGNATURE REQUIREMENTS  

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

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

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


                                    Page 10

<PAGE>

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

                            [American General Logo]

                                 GENERATIONS
                                 ===========
                               Variable Annuity

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

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

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

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

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

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

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

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

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

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

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

 Signed this______day of___________, 19___ at_________________________________

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

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

                       By________________________, ___________________________
                                                             (TITLE)

L8714 Rev 996

                                    Page 11

<PAGE>

                     [THIS PAGE INTENTIONALLY LEFT BLANK]


                                    Page 12

<PAGE>

                            [American General Logo]

                                 GENERATIONS
                                 ===========
                               Variable Annuity


                         QUALIFIED FUNDS TRANSFER FORM

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

                         CURRENT TRUSTEE OR CUSTODIAN

     Name:______________________________________________________________

     Address:___________________________________________________________

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

                                  PARTICIPANT

     Name:______________________________________________________________

     Account Number:____________________________________________________

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

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

                    NOTICE TO CURRENT TRUSTEE OR CUSTODIAN

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

        Signature--Participant:_______________________________________

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

                             TRANSFER INFORMATION


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

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

                                  ACCEPTANCE

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

    By:_____________________________________________/_________________
         American  General Life  Insurance Company          Date 

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

L6742 Rev 394


                                    Page 13

<PAGE>

                            [American General Logo]

                                 GENERATIONS
                                 ===========
                               Variable Annuity


                   NON-QUALIFIED FUND TRANSFER AUTHORIZATION

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

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

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

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

                                 ACCOUNT OWNER

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

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

                    NOTICE TO CURRENT FINANCIAL INSTITUTION

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

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

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

                             TRANSFER INFORMATION

 Make check payable as follows:        American General Life Insurance Company

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

 Funds should be sent to:

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

                                  ACCEPTANCE

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

 By:______________________________________________________________________
     Authorized Representative of American General Life Insurance Company 
                                                                   ___/___/___
                                                                      DATE
L8190 Rev 694


                                    Page 14

<PAGE>

                     [THIS PAGE INTENTIONALLY LEFT BLANK]


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

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

                                 GENERATIONS
                                 ===========
                               Variable Annuity

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

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

       CONTRACT #:______________________  ANNUITANT:______________________

       CONTRACT OWNER(S):_________________________________________________

       (Name and__________________________________________________________
       Address:)
                __________________________________________________________

       [ ] Check here if change of address

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

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

2. [ ] DOLLAR COST AVERAGING

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

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

3.  [ ] AUTOMATIC REBALANCING  ($25,000 MINIMUM)
    Use whole percentages. Total must equal 100%

    [ ]ADD [ ]CHANGE  automatic  rebalancing  of variable  investments  to the
    percentage allocations indicated below:
    [ ]Quarterly [ ]Semiannually [ ]Annually (Based on contract anniversary)
<TABLE>
<S>                              <C>    <C>                         <C>     <C>                         <C>
    (95) Asian Equity            ____   (84) Fixed Income           ____    (91) Mid Cap Value           ____
    (80) Domestic Income         ____   (85) Global Equity          ____    (92) Money Market            ____
    (81) Emerging Growth         ____   (86) Government             ____    (93) Real Estate Securities  ____
    (82) Emerging Markets Equity ____   (88) Growth and Income      ____    (94) Value                   ____
    (83) Enterprise              ____   (89) High Yield             ____    Other________________        ____
    (87) Equity Growth           ____   (90) International Magnum   ____
</TABLE>
    [ ]STOP automatic rebalancing
    NOTE:  Automatic  rebalancing  is only  available for variable  divisions.
    Automatic  Rebalancing  will not  change  allocation  of  future  purchase
    payments.

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

4.  [ ] CHANGE ALLOCATION OF FUTURE PURCHASE PAYMENTS
    Use whole percentages. Total must equal 100%
<TABLE>
<S>                              <C>    <C>                         <C>     <C>                         <C>
    (95) Asian Equity            ____%  (84) Fixed Income           ____%   (91) Mid Cap Value           ____%
    (80) Domestic Income         ____%  (85) Global Equity          ____%   (92) Money Market            ____%
    (81) Emerging Growth         ____%  (86) Government             ____%   (93) Real Estate Securities  ____%
    (82) Emerging Markets Equity ____%  (88) Growth and Income      ____%   (94) Value                   ____%
    (83) Enterprise              ____%  (89) High Yield             ____%   Other________________        ____%
    (87) Equity Growth           ____%  (90) International Magnum   ____%   (121) 1 Year Fixed Account   ____%
</TABLE>
    NOTE: A change to the  allocation of future  purchase  payments,  will not
    alter Automatic Rebalancing allocations.

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

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

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

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

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

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


    _________________                _____________________________________
    DATE                                     SIGNATURE OF OWNER(S)

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

L8878


                                    Page 15

<PAGE>

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                                    Page 16

<PAGE>

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

                        SYSTEMATIC WITHDRAWALS REQUEST

                                  GENERATIONS
                                  ===========
                               Variable Annuity

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


      CONTRACT INDENTIFICATION (COMPLETE THIS SECTION FOR ALL REQUESTS.)

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

1.  CONTRACT#:__________________________ ANNUITANT:___________________________

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

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

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

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

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

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

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

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

3.  MAILING OF YOUR SYSTEMATIC WITHDRAWEL

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

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

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

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

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

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

                             AFFIRMATION/SIGNATURE
                   (COMPLETE THIS SECTION FOR ALL REQUESTS)
 -----------------------------------------------------------------------------

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

   Dated __________________ this ______ day of ___________ 19 ___________

                                             ____________________________
                                                        OWNER 

   _______________________________           ____________________________
              WITNESS                          CO-OWNER (if applicable)

L8870


                                    Page 17

<PAGE>

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                                    Page 18

<PAGE>

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

                     AUTOMATIC ADDITIONAL PURCHASE PAYMENT

                                  GENERATIONS
                                  ===========
                               Variable Annuity

                     COMPLETE AND RETURN THIS REQUEST TO:
                            Annuity Administration
                                 P.O. Box 1401
                            Houston, TX 77251-1401
                                 (800)200-3883

 Contract #:_______________________________________

 Annuitant:___________________________________________________________________

 Contract Owner(s):___________________________________________________________

 (Name and ___________________________________________________________________
 Address:)
           ___________________________________________________________________

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

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

 Date of 1st withdrawal:_____/______/______

 Name of Bank:_____________________________________________________

 Account Number:___________________________________________________

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

 PLEASE SIGN AND DATE THE AUTHORIZATION BELOW.

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

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

 ______________________________________             __________________________
  Signature of Bank Account Owner(s)                          Date

L8877


                                   Page 19

<PAGE>

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                                   Page 20

<PAGE>

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

                                  GENERATIONS
                                  ===========
                               Variable Annuity

                     COMPLETE AND RETURN THIS REQUEST TO:
                            Annuity Administration
                                 P.O. Box 1401
                            Houston, TX 77251-1401
                                 (800)200-3883

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

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

 PRIMARY BENEFICIARY:

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

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

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

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

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

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

 Dated at___________________________this________day of_____________, 19_____.

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

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

                                     AMERICAN GENERAL LIFE INSURANCE COMPANY

 DATE OF APPROVAL:_____________ BY:___________________________________________

L8876


                                    Page 21

<PAGE>

                   INSTRUCTIONS FOR DESIGNATING BENEFICIARY

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

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

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

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

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

<TABLE>
<S>                                      <C>
    1. One Beneficiary                   Jane Doe, wife of the Annuitant.

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

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

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

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

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

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

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

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

                                         B. John Doe, Business Partner.

                                         C. Harry Doe, Employer (or employee).

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

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

   11. Estate                            The Executors, Administrators, or
                                         Assigns of the Annuitant.
</TABLE>


                                    Page 22

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

                                  GENERATIONS
                                  ===========
                               Variable Annuity

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

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

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

 ___________________________
 Name
 ___________________________
 Address
 ___________________________
 City/State       Zip Code


                                    Page 23


<PAGE>
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                                    Page 24

<PAGE>
                    AMERICAN GENERAL LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT D

                          SUPPLEMENT DATED MAY ___, 1997
                                      TO
                         PROSPECTUS DATED MAY 1, 1997

                                EXCHANGE OFFER

                  GENERATIONS(TM) FOR VARIETY PLUS CONTRACTS

     The  following  discussion  supplements  the  accompanying  prospectus of
American General Life Insurance Company Separate Account D (the  "Prospectus")
relating to  individual  variable  contracts  entitled  GENERATIONS  (the "New
Contract").  Capitalized  terms used in this  Supplement have the meanings set
forth under "Glossary" beginning on page 4 of the Prospectus.

GENERAL

American General Life Insurance  Company ("the Company") is making an exchange
offer to contract  owners under certain of its  outstanding  variable  annuity
contracts  formerly  issued  through  the  Company's  Separate  Account D. The
exchange  will be available  only as to contracts  under which the Company has
not yet started making annuity payments. Eligible contract owners may exchange
their current variable contracts  ("VAriety Plus Contract" form numbers 91010,
91011,  93020,  and 93021)  (referred  to as  "Existing  Contract")  for a New
Contract of the type described in this Prospectus.

The New Contract will have the same Account  Value as the  exchanged  Existing
Contract  and,  in  addition,  will  have  certain  new  features  that may be
advantageous.  A  Contract  Owner  under  the New  Contract  may  choose up to
seventeen   investment   options,   which  include  more  variable  investment
alternatives and fewer fixed investment  alternatives than are available under
an Existing Contract.  The New Contract has a Surrender Charge;  however, such
Surrender  Charge  will not be  assessed  on any  proceeds  exchanged  from an
Existing  Contract.  In addition,  no Surrender Charge will be assessed on any
withdrawals from the New Contract. Separate account fees and charges are lower
than under an Existing Contract.  Fund fees and charges under the New Contract
are different from those under the Existing  Contract and, in some cases,  may
be higher.  The New Contract also  provides an enhanced  death benefit over an
Existing Contract.  Guaranteed annuity rates and guaranteed interest rates may
be less  favorable  under the New  Contract.  Differences  between the New and
Existing Contracts are described more fully below.

DIFFERENCES BETWEEN NEW AND EXISTING CONTRACTS

If you  currently  own an Existing  Contract,  you should refer to the form of
annuity contract for its terms and conditions. You may contact your Registered
Representative  or the Company's  Customer  Service  Department for a complete
description  of  your  Existing  Contract's  terms  and  conditions.   Certain
differences  between the Existing  Contract and the New Contract are discussed
below:


                                     S-1

<PAGE>

EXCHANGES FROM EXISTING CONTRACTS

SALES/SURRENDER  CHARGES.  Under an  Existing  Contract,  no sales  charge  is
deducted at the time a purchase payment is made, but a surrender charge may be
imposed on partial or total  surrenders.  The surrender charge is a percentage
of the amount of each  purchase  payment  that is  withdrawn  during the first
seven years after it was received.  The percentage  declines  depending on how
many years have passed since the  withdrawn  purchase  payment was  originally
credited to your account as follows:

<TABLE>
<CAPTION>
             Years Elapsed Since                                 Surrender Charge As A
              Purchase Payment                                  Percentage Of Purchase
                Was Received                                       Payment Withdrawn
             -------------------                                ----------------------
<S>                                                                       <C>
                 Less than 1                                              7%
            1 or more, but less than 2                                    6%
            2 or more, but less than 3                                    5%
            3 or more, but less than 4                                    4%
            4 or more, but less than 5                                    3%
            5 or more, but less than 6                                    2%
            6 or more, but less than 7                                    1%
                  Thereafter                                              0%
</TABLE>

Only for the purpose of computing the Surrender Charge,  the earliest purchase
payments are deemed to be withdrawn  first. In addition,  the Surrender Charge
does not apply to the portion of your first  withdrawal or total  surrender in
any  Contract  Year that does not exceed  10% of the  amount of your  purchase
payments  that  (a)  have  not been  previously  withdrawn  and (b) have  been
credited to the  Existing  Contract  for at least one year.  The New  Contract
imposes similar charges upon partial or total surrender. However, the proceeds
exchanged  from  the  Existing  Contract  to the  New  Contract  (as  well  as
subsequent purchase payments made to the New Contract) will never be subjected
to surrender charges.

OTHER CHARGES.  Under the Existing  Contract,  an annual maintenance charge of
$36 is assessed on each contract anniversary during the accumulation period. A
daily fee is charged at an annual  rate of 1.55% of the daily net asset  value
allocable to the Variable  Divisions to cover  administrative  expenses (other
than those covered by the annual maintenance charge) and mortality and expense
risks assumed by the Company. For a New Contract, an annual contract fee of up
to $30 is  assessed  on each  Contract  Anniversary  during  the  accumulation
period.  To cover  expenses  not  covered  by the annual  contract  fee and to
compensate the Company for assuming  mortality and expense risks under the New
Contract,  an additional  daily charge with an annualized rate of 1.40% of the
daily net asset  value of the  Separate  Account  is  attributable  to the New
Contract.

INVESTMENT  OPTIONS.  Under the Existing Contract issued after April 30, 1994,
ten  Variable  Divisions  of  Separate  Account D are  available  as  variable
investment  alternatives.  These  Divisions  invest in shares of ten  separate
portfolios of four mutual funds.  Information about the portfolios of the four
mutual  funds is set out in the  prospectuses  and  statements  of  additional
information  for the  funds.  The  names  of the  portfolios  as well as their
respective  investment  advisors and current annual  management fees and other
expenses are noted below:

     VAN KAMPEN AMERICAN  CAPITAL LIFE INVESTMENT TRUST (advised by Van Kampen
     American Capital Asset Management, Inc): annual management fees and other
     expenses after  reimbursements  are .60% of each  respective  portfolio's
     average daily net assets. These portfolios are:

          Money  Market  Portfolio,  Domestic  Income  Portfolio,   Enterprise
          Portfolio, Government Portfolio, and Asset Allocation Portfolio.


                                      S-2

<PAGE>

     NEUBERGER & BERMAN  ADVISERS  MANAGEMENT  TRUST  (advised by  Neuberger &
     Berman  Management  Incorporated):   annual  management  fees  and  other
     expenses after reimbursements range from .95% to 1.09% of each respective
     portfolio's average daily net assets. These portfolios are:

          Balanced Portfolio and Partners Portfolio.

     VARIABLE  INSURANCE  PRODUCTS  FUND  (advised  by Fidelity  Management  &
     Research  Company):  annual  management  fees and  other  expenses  after
     reimbursements  are .93% of the average daily net assets.  This portfolio
     is:

          Overseas Portfolio.

     VARIABLE  INSURANCE  PRODUCTS  FUND II (advised by Fidelity  Management &
     Research  Company):  annual  management  fees and  other  expenses  after
     reimbursements  range  from .28% to .74% of each  respective  portfolio's
     average daily net assets. These portfolios are:

          Asset Manager Portfolio and Index 500 Portfolio.

Under an  Existing  Contract  issued  prior to May 1, 1994,  three  additional
Divisions  are  available  as  variable  investment  alternatives  through the
American  General Series  Portfolio  Company with annual  management  fees and
other  expenses  after  reimbursements  ranging  from  .35%  to  .56%  of each
respective portfolio's average daily net assets. These portfolios are:

          Stock Index Portfolio, Social Awareness Portfolio, and International
          Equities Portfolio.

Under the New Contract, sixteen Divisions of Separate Account D are available,
seven of which invest in the Van Kampen American Capital Life Investment Trust
(five of which are available  under an Existing  Contract),  and nine of which
invest  in  the  Morgan  Stanley  Universal  Funds,  Inc.  These  mutual  fund
portfolios are managed by Van Kampen American Capital Asset Management,  Inc.,
Morgan Stanley Asset Management  Inc., or Miller Anderson & Sherrerd,  LLP for
annual  management fees and other expenses after  reimbursements  ranging from
 .60% to 1.75% of each portfolio's  average daily net assets.  These portfolios
are:

          Emerging Growth Portfolio,  Enterprise Portfolio,  Growth and Income
          Portfolio,  Domestic Income Portfolio,  Government Portfolio,  Money
          Market  Portfolio,  Real Estate Securities  Portfolio,  Asian Equity
          Portfolio,   Emerging  Markets  Equity   Portfolio,   Equity  Growth
          Portfolio,  International Magnum Portfolio, Global Equity Portfolio,
          Value Portfolio, Mid Cap Value Portfolio,  High Yield Portfolio, and
          Fixed Income Portfolio.

     GUARANTEE PERIOD: The New Contract has a one year fixed guaranteed period
     option  with a  minimum  guaranteed  interest  rate of 3%.  The  Existing
     Contract offers one, three, and five year guaranteed  period options with
     a minimum guaranteed  interest rate of 3.5% for Existing Contracts issued
     after October 7, 1993, and minimum  guaranteed  interest rate of 4.5% for
     Existing Contracts issued prior to October 8, 1993.

DEATH BENEFIT. Under a New Contract, the death benefit will never be less than
the highest Account Value (plus net purchase  payments,  less  withdrawals) at
any Contract  Anniversary  prior to the  deceased's  81st  birthday.  Under an
Existing Contract, the death benefit will never be less than the Account Value
(plus net purchase payments, less withdrawals) as of the most recent five-year
Contract Anniversary prior to the deceased's 75th birthday. However, the death
benefit  payable under the New Contract may not, under certain  circumstances,
be a benefit  greater  than that  which  would be payable  under the  Existing
Contract.


                                      S-3

<PAGE>

ANNUITY  OPTIONS.  Annuity  options  under the  Existing  Contract and the New
Contract  are  identical.  However,  the  New  Contract  permits  the  annuity
commencement  date to be extended to the annuitant's  100th  birthday,  unless
otherwise required by state regulations.

INFORMATION WHICH MAY BE APPLICABLE TO ANY EXCHANGE

GUARANTEED  ANNUITY RATES.  Mortality  rates have improved since annuity rates
were  developed  for the Existing  Contracts  issued prior to October 8, 1993,
which were issued as Annuity Contract Form No. 91010 and Annuity Contract Form
No. 91011.  Therefore,  the annuity rates  guaranteed in the New Contracts are
less favorable to Contract Owners and Annuitants than those  guaranteed in the
Existing Contracts represented by such contract form numbers.

IMPORTANT TERMS

1.  The Company is offering  you the  opportunity  to exchange  your  Existing
    Contract for a New Contract.
2.  If you  exchange,  no  surrender  charge  will be  assessed at any time on
    withdrawals  from the Existing or New  Contract.  This offer will continue
    until terminated by the Company.
3.  There is no fee for exchanging.
4.  A partial  withdrawal or full  surrender of an Existing  Contract when not
    exchanged under this offer is subject to Surrender Charges.
5.  The  Company  will  pay a  commission  not to  exceed  1% of the  Existing
    Contract's  assets exchanged and an additional .25% annualized  commission
    if a sales representative assists in the exchange.
6.  You may revoke a  decision  to  exchange  within  ten days  following  the
    issuance of your New  Contract (in which event the market value of the New
    Contract will be reinvested  under your Existing  Contract at no charge to
    you). It is possible for your Existing  Contract  value to be less than it
    was before the exchange because of investment loss.
7.  An  exchange  of the  full  value  of  your  Existing  Contract  for a New
    Contract,  pursuant to Section 1035 of the Internal Revenue Code, is not a
    taxable event.
8.  If  you  wish  to  accept  this  offer,   please  contact  the  registered
    representative  through  whom  you make  your  original  purchase,  or the
    representative's  brokerage  firm.  You may  also  contact  the  Company's
    Customer Service Center at 1-800-247-6584.


                                      S-4

<PAGE>
          AMERICAN GENERAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT D

               COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS

                                  OFFERED BY

                    AMERICAN GENERAL LIFE INSURANCE COMPANY

                       ANNUITY ADMINISTRATION DEPARTMENT

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

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

                      STATEMENT OF ADDITIONAL INFORMATION

                               Dated May 1, 1997

     This  Statement  of  Additional   Information   ("Statement")  is  not  a
prospectus.  It should be read with the Prospectus  for American  General Life
Insurance  Company  Separate  Account D ("Separate  Account D"),  dated May 1,
1997,  concerning  flexible payment deferred  individual  annuity  Generations
Contracts  investing in certain Series of the Van Kampen American Capital Life
Investment Trust and the Morgan Stanley Universal Funds,  Inc.  You can obtain
a copy of the Prospectus for the Contracts,  and any supplements  thereto,  by
contacting  American General Life Insurance  Company ("AGL") at the address or
telephone numbers given above. You have the option of receiving  benefits on a
fixed basis through  AGL's Fixed Account or on a variable  basis through AGL's
Separate Account D. Terms used in this Statement have the same meanings as are
defined in the Prospectus under the heading "Glossary."

                               TABLE OF CONTENTS

General Information........................................................  2
Regulation and Reserves ...................................................  2
Independent Auditors.......................................................  2
Services...................................................................  3
Principal Underwriter......................................................  3
Annuity Payments...........................................................  3
 A.  Gender of Annuitant...................................................  3
 B.  Misstatement of Age or Sex and Other Errors...........................  3
Change of Investment Adviser or Investment Policy..........................  4
Terms of Exemptive Relief in Connection With Mortality
 and Expense Risk Charge...................................................  4
Performance Data for the Divisions.........................................  4
Effect of Tax-Deferred Accumulation........................................  8
Financial Statements.......................................................  9
Index to Financial Statements.............................................. 10


<PAGE>

                              GENERAL INFORMATION

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

                            REGULATION AND RESERVES

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

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

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

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

                             INDEPENDENT AUDITORS

The consolidated  financial  statements of AGL and the financial statements of
Separate  Account D included in this  Statement  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


                                       2

<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


                                       3

<PAGE>

will deduct the overpayment from the next payment or payments due. We will add
any  underpayments  to the next payment.  The amount of any adjustment will be
credited or charged  with  interest at the assumed  interest  rate used in the
Contract's annuity tables.

               CHANGE OF INVESTMENT ADVISER OR INVESTMENT POLICY

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

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

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

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

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

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

                      PERFORMANCE DATA FOR THE DIVISIONS

AVERAGE ANNUAL TOTAL RETURN CALCULATIONS

     Each  Division  may  advertise  its average  annual  total  return.  Each
Division's  average  annual total return  quotation is computed in  accordance
with a standard method  prescribed by the SEC. The average annual total return
for a Division for a specific  period is found by first taking a  hypothetical
$1,000 investment in the Division's Accumulation Units on the first day of the
period at the maximum offering price, which is the Accumulation Unit value per
unit  ("initial  investment"),  and  computing  the  ending  redeemable  value
("redeemable  value")  of  that  investment  at the  end of  the  period.  The
redeemable  value reflects the effect of the applicable  Surrender Charge that
may be imposed at the end of the period as well as all other recurring


                                       4

<PAGE>

charges and fees  applicable  under the Contract to all Owner  accounts.  Such
other  charges and fees include the  Mortality  and Expense  Risk Charge,  the
Administrative  Expense Charge, and the Annual Contract Fee. Any premium taxes
are not  reflected.  The  redeemable  value  is then  divided  by the  initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period)  and 1 is  subtracted  from the result,  which is then
expressed as a percentage.

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

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

CUMULATIVE TOTAL RETURN CALCULATIONS

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

                            C = (ERV/P) - 1

Where:

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

HYPOTHETICAL PERFORMANCE

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


                                       5

<PAGE>

<TABLE>
             Hypothetical Historical Average Annual Total Returns
                          (Through December 31, 1996)

<CAPTION>
                                                                                              SINCE
                                                                                              SERIES
 INVESTMENT DIVISION                      ONE YEAR                   FIVE YEARS               INCEPTION*
 -------------------                      --------                   ----------               ---------- 
<S>                                       <C>                        <C>                      <C>
Emerging Growth                            8.93%                       N/A                    18.03%
Enterprise                                16.95%                     12.00%                    9.56%
Domestic Income                           (0.90)%                     8.02%                    6.39%
Government                                (5.39)%                     3.24%                    5.33%
Money Market                              (2.61)%                     1.84%                    4.12%
Real Estate Securities                    32.46%                       N/A                    27.22%
</TABLE>


<TABLE>
                     Hypothetical Historical Total Returns
                          (Through December 31, 1996)

<CAPTION>
                                                                                              SINCE
                                                                                              SERIES
 INVESTMENT DIVISION                      ONE YEAR                   FIVE YEARS               INCEPTION*
 -------------------                      --------                   ----------               ---------- 
<S>                                       <C>                        <C>                      <C>
Emerging Growth                           15.02%                       N/A                    21.44%
Enterprise                                23.05%                     12.52%                    9.60%
Domestic Income                            5.18%                      8.61%                    6.45%
Government                                 0.69%                      3.94%                    5.39%
Money Market                               3.47%                      2.58%                    4.19%
Real Estate Securities                    38.57%                       N/A                    30.57%
</TABLE>


<TABLE>
               Hypothetical Historical Cumulative Total Returns
                          (Through December 31, 1996)

<CAPTION>
                                                                                              SINCE
                                                                                              SERIES
 INVESTMENT DIVISION                      ONE YEAR                   FIVE YEARS               INCEPTION*
 -------------------                      --------                   ----------               ---------- 
<S>                                       <C>                        <C>                      <C>   
Emerging Growth                           15.02%                       N/A                     33.76%
Enterprise                                23.05%                     80.34%                   167.60%
Domestic Income                            5.18%                     51.12%                    77.26%
Government                                 0.69%                     21.33%                    75.68%
Money Market                               3.47%                     13.56%                    55.35%
Real Estate Securities                    38.57%                       N/A                     49.10%
</TABLE>


<TABLE>
    Hypothetical Historical 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>
Emerging Growth                           $1,150.17                       N/A                 $1,337.59
Enterprise                                $1,230.46                  $1,803.37                $2,676.01
Domestic Income                           $1,051.83                  $1,511.17                $1,772.61
Government                                $1,006.89                  $1,213.31                $1,756.76
Money Market                              $1,034.68                  $1,135.62                $1,553.53
Real Estate Securities                    $1,385.65                       N/A                $1,490.98
<FN>
- - --------------------------
*   The inception  dates for each Series  funding the Divisions  are: April 7,
    1986 for the Money Market, Enterprise, and Government Divisions;  November
    4, 1987 for the Domestic  Income  Division;  July 3, 1995 for the Emerging
    Growth Division and the Real Estate Securities Division.
</FN>
</TABLE>


                                       6

<PAGE>

YIELD CALCULATIONS

The yields for the Domestic  Income  Division and the Government  Division are
each computed in accordance with a standard method  prescribed by the SEC. The
hypothetical  yields  for the  Domestic  Income  Division  and the  Government
Division,  based upon the one month period ended December 31, 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 Surrender Charges or premium taxes.

MONEY MARKET DIVISION YIELD AND EFFECTIVE YIELD CALCULATIONS

     The Money  Market  Division's  yield is  computed  in  accordance  with a
standard  method  prescribed by the SEC. Under that method,  the current yield
quotation  is based on a seven-day  period and  computed  as follows:  the net
change in the  Accumulation  Unit  value  during  the period is divided by the
Accumulation  Unit  value at the  beginning  of the  period to obtain the base
period return; the base period return is then multiplied by the fraction 365/7
to  obtain  the  current  yield  figure,  which  is  carried  to  the  nearest
one-hundredth of one percent.  Realized capital gains or losses and unrealized
appreciation or  depreciation of the Division's  Portfolio are not included in
the calculation. The Money Market Division's hypothetical historical yield for
the seven day period ended December 31, 1996 was 3.42%.

     The Money Market  Division's  effective yield is determined by taking the
base period return (computed as described above) and calculating the effect of
assumed  compounding.  The formula for the  effective  yield is:  (base period
return  +1)365/7-1.   The  Money  Market  Division's  hypothetical  historical
effective yield for the seven day period ended December 31, 1996 was 3.48%.

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


                                       7

<PAGE>

PERFORMANCE COMPARISONS

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

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

                      EFFECT OF TAX-DEFERRED ACCUMULATION

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

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


                                       8

<PAGE>

<TABLE>
<CAPTION>
                                            5 YEARS               10 YEARS              20 YEARS
                                            -------               --------              --------
                                                          (7.50% earnings rate)
<S>                                         <C>                   <C>                   <C>
Contract                                    $143,563              $206,103              $424,785
Contract (after Taxes)                      $131,365              $176,394              $333,845
Taxable Investment                          $130,078              $169,202              $286,294
</TABLE>

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

<S>                                         <C>                   <C>                   <C>
Contract                                    $161,051              $259,374              $672,750
Contract (after Taxes)                      $143,957              $214,749              $512,380
Taxable Investment                          $141,571              $200,423              $401,694
</TABLE>

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

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

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

                             FINANCIAL STATEMENTS

Separate Account D has a total of forty-three Divisions as of the date of this
Statement.  Excepting the Enterprise Portfolio, the Domestic Income Portfolio,
the Government Portfolio,  and the Money Market Portfolio Divisions, the other
twelve  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. The December
31, 1996 financial  statements for Separate Account D that are included herein
relate only to the  twenty-six  Divisions  which had operations as of December
31, 1996. Because the Enterprise Portfolio, the Domestic Income Portfolio, the
Government  Portfolio,  and the  Money  Market  Portfolio  Divisions  are also
available under a separate set of contracts and had operations at December 31,
1996, they are four of the twenty-six  Divisions  included in the December 31,
1996 financial statements for Separate Account D. The remaining five Divisions
of Separate  Account D had no  operations  as of December 31, 1996 and are not
available under the contracts that are the subject of this Statement.

Certain names of the available  Divisions of Separate  Account D have changed.
Subsequent  to December  31, 1995 the names of the Domestic  Strategic  Income
Fund and the Common Stock Fund were changed to Domestic  Income  Portfolio and
Enterprise Portfolio, respectively. In addition, the Emerging Growth Fund, the
Government Fund, and the Money Market Fund are now referred to as the Emerging
Growth Portfolio,  the Government  Portfolio,  and the Money Market Portfolio,
respectively.  As of May 1, 1997, the Growth Portfolio changed its name to the
Equity Growth Portfolio.

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.


                                       9

<PAGE>

                                   INDEX TO
<TABLE>
<CAPTION>
                             FINANCIAL STATEMENTS

                                                                      Page No.
<S>                                                                       <C>
I.  Separate Account D Financial Statements

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

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

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

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

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


II.  AGL Consolidated Financial Statements

       Report of Ernst & Young LLP, Independent Auditors................  28

       Consolidated Balance Sheets......................................  29

       Consolidated Income Statements...................................  31

       Consolidated Statements of Shareholders' Equity..................  32

       Consolidated Statements of Cash Flows............................  33

       Notes to Consolidated Financial Statements.......................  34
</TABLE>


                                      10

<PAGE>

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


                        Report of Independent Auditors



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


We have audited the  accompanying  statement of net assets of American General
Life Insurance  Company (the "Company")  Separate Account D as of December 31,
1996,  the related  statement  of  operations  for the year then ended and the
statement  of  changes  in net  assets for each of the two years in the period
then ended. These financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express an opinion on these  financial
statements based on our audits.

We  conducted  our  audits in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that we plan and  perform  the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting  the amounts  and  disclosures  in the  financial  statements.  Our
procedures included  confirmation of securities owned as of December 31, 1996,
by correspondence  with the transfer agents. An audit also includes  assessing
the accounting  principles used and significant  estimates made by management,
as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of American  General  Life
Insurance  Company Separate Account D at December 31, 1996, the results of its
operations  for the year then ended and the changes in its net assets for each
of the two years in the  period  then  ended,  in  conformity  with  generally
accepted accounting principles.


                                                                 ERNST & YOUNG
                                                              /s/ERNST & YOUNG

 Houston, Texas  
 January 31, 1997


                                      11

<PAGE>

                   AMERICAN GENERAL LIFE INSURANCE COMPANY

                              SEPARATE ACCOUNT D

<TABLE>
                           STATEMENT OF NET ASSETS

                              DECEMBER 31, 1996


<CAPTION>
                                                        TOTAL           Sierra             VAriety             All
                                                         ALL           Advantage             Plus             Other
                                                      DIVISIONS        Divisions           Divisions         Divisions
<S>                                                <C>                <C>                <C>              <C>
ASSETS:
   Investment securities - at market
    (cost $486,138,885)...........................  $541,986,780       $480,823,205       $16,688,246      $44,475,329
   Due to American General Life Insurance Company.        (3,227)                 0              (519)          (2,708)
                                                   -------------      -------------      ------------     ------------

     NET ASSETS..................................  $541,983,553       $480,823,205       $16,687,727      $44,472,621
                                                   =============      =============      ============     ============


CONTRACT OWNER RESERVES:
   Reserves for redeemable annuity contracts.....  $539,723,717       $480,672,635       $16,687,727      $42,363,355
   Reserves for annuity contracts on benefit.....     2,259,836            150,570                 0        2,109,266
                                                   -------------      -------------      ------------     ------------


     TOTAL CONTRACT OWNER RESERVES...............  $541,983,553       $480,823,205       $16,687,727      $44,472,621
                                                   =============      =============      ============     ============
</TABLE>



<TABLE>
                            STATEMENT OF OPERATIONS
                         Year Ended December 31, 1996


<CAPTION>
                                                        TOTAL           Sierra             VAriety             All
                                                         ALL           Advantage             Plus             Other
                                                      DIVISIONS        Divisions           Divisions         Divisions
<S>                                                <C>                <C>                <C>              <C>
INVESTMENT INCOME:
   Dividends from mutual funds...................  $ 15,231,338       $ 12,623,149       $   395,556      $ 2,212,633

EXPENSES:
   Expense and mortality fee.....................     7,354,572          6,689,446           245,122          420,004
                                                   -------------      -------------      ------------     ------------
     NET INVESTMENT INCOME.......................     7,876,766          5,933,703           150,434        1,792,629
                                                   -------------      -------------      ------------     ------------


REALIZED AND UNREALIZED GAIN (LOSS) ON 
  INVESTMENTS:

   Net realized gain (loss) on investments.......     8,687,632          8,253,869           170,962          262,801
   Capital gain distributions from mutual funds..    22,461,539         19,044,845         1,050,929        2,365,765
   Net unrealized gain on investments............     4,104,554          1,870,223           939,264        1,295,067
                                                   -------------      -------------      ------------     ------------
   NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS................................    35,253,725         29,168,937         2,161,155        3,923,633
                                                   -------------      -------------      ------------     ------------

   INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS...............................  $ 43,130,491       $ 35,102,640       $ 2,311,589      $ 5,716,262
                                                   =============      =============      ============     ============
</TABLE>

See accompanying notes.


                                      12

<PAGE>

                   American General Life Insurance Company

                              SEPARATE ACCOUNT D

<TABLE>
                      STATEMENT OF CHANGES IN NET ASSETS
                         Year Ended December 31, 1996


<CAPTION>
                                                        TOTAL           Sierra             VAriety             All
                                                         ALL           Advantage             Plus             Other
                                                      DIVISIONS        Divisions           Divisions         Divisions
<S>                                                <C>                <C>                <C>              <C>
OPERATIONS:
   Net investment income.........................  $  7,876,766       $  5,933,703       $   150,434      $ 1,792,629
   Net realized gain (loss) on investments.......  $  8,687,632          8,253,869           170,962          262,801
   Capital gain distributions from mutual funds..    22,461,539         19,044,845         1,050,929        2,365,765
   Net unrealized gain on investments............     4,104,554          1,870,223           939,264        1,295,067
                                                   -------------      -------------      ------------     ------------
     Increase in net assets resulting from 
      operations.................................    43,130,491         35,102,640         2,311,589        5,716,262
                                                   -------------      -------------      ------------     ------------


PRINCIPAL TRANSACTIONS:
   Contract purchase payments, less sales and
    administrative expenses and premium taxes....    63,920,172         62,319,889         1,434,892          165,391
   Mortality reserve transfer....................             0                  0                 0          144,841
   Payments to contract owners:
     Annuity benefits............................    (6,848,545)        (5,806,546)           (4,946)      (1,037,053)
     Terminations and withdrawals................   (23,351,179)       (18,340,373)       (1,138,733)      (3,872,073)
                                                   -------------      -------------      ------------     ------------
   Increase (Decrease) in net assets resulting
    from principal transactions..................    33,720,448         38,172,970           291,213       (4,598,894)
                                                   -------------      -------------      ------------     ------------
   TOTAL INCREASE IN NET ASSETS..................    76,850,939         73,275,610         2,602,802       (1,117,368)
 
 
NET ASSETS:
   Beginning of year.............................   464,987,773        407,547,595        14,084,925       43,355,253
   End of year...................................  $541,838,712       $480,823,205       $16,687,727      $44,472,621
                                                   =============      =============      ============     ============
</TABLE>


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

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


PRINCIPAL TRANSACTIONS:
   Contract purchase payments, less sales and
    administrative expenses and premium taxes....    67,939,767         66,850,917         1,000,953           87,897
   Payments to contract owners:
     Annuity benefits............................    (8,505,642)        (7,148,527)          (47,580)      (1,309,535)
     Terminations and withdrawals................   (25,014,962)       (20,016,039)       (1,260,750)      (3,738,173)
                                                   -------------      -------------      ------------     ------------
   Increase (Decrease) in net assets resulting
    from principal transactions..................    34,419,163         39,686,351          (307,377)      (4,959,811)
                                                   -------------      -------------      ------------     ------------
   TOTAL INCREASE (DECREASE) IN NET ASSETS.......   109,494,510        103,686,171         2,723,923        3,084,416
 
 
NET ASSETS:
   Beginning of year.............................   355,493,263        303,861,424        11,361,002       40,270,837
   End of year...................................  $464,987,773        407,547,595        14,084,925       43,355,253
                                                   =============      =============      ============     ============
</TABLE>

See accompanying notes.


                                      13


<PAGE>

NOTES TO FINANCIAL STATEMENTS

Note A - Organization

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

NOTES TO FINANCIAL STATEMENTS

Note A - Organization

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

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


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

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

     SECURITY  VALUATION  - The  investment  in shares of Van  Kampen,  AGSPC,
Fidelity, Neuberger & Berman and Sierra mutual funds are valued at the closing
net asset value  (market)  per share as  determined  by the fund on the day of
measurement.

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

     ADMINISTRATIVE   EXPENSES  AND   MORTALITY  AND  EXPENSE  RISK  CHARGE  -
Deductions for administrative expenses and mortality and expense risks assumed
by the Company are calculated  daily,  at an annual rate, on the average daily
net asset value of the Separate Account and are paid to the Company.

     An  annual  maintenance  charge  may be  imposed  on the last day of each
contract year during the accumulation period for administrative  expenses with
respect  to each  contract.  A  surrender  charge  is  applicable  to  certain
withdrawal  amounts  and is  payable to the  Company.  The  deductions  are as
follows for the period ended December 31, 1996:

<TABLE>
<CAPTION>
                                                                                                 Annual
                                                   Administrative Expenses,       Annual       Maintenance      Surrender
                                                   Mortality & Expense Risk     Maintenance      Charges         Charges
                 Contracts                              Annual Rate              Charge        Collected       Collected
 --------------------------------------            ------------------------     -----------    -----------      ----------
<S>                                                         <C>                     <C>          <C>              <C>
 Sierra Advantage......................                     1.50%                   N/A            N/A            663,624
 VAriety Plus..........................                     1.55%                   36           $12,600           32,513
 Separate Account D (deferred load)....                     1.25%                   30           $17,670              579
 Separate Account D (Issued prior to
  January 1, 1982).....................                     0.75%                   N/A            N/A               N/A
</TABLE>


                                      14

<PAGE>


NOTE B - SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES & BASIS OF PRESENTATION -
CONTINUED

     ADMINISTRATIVE  EXPENSES  -  CONTINUED  - Sales and other  administrative
charges are applicable to certain transaction amounts on contracts,  excluding
Sierra  Advantage and VAriety Plus contracts,  and are payable to the Company.
The total sales and  administrative  charges  collected  for the period  ended
December 31, 1996 were $2,349.

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

     ANNUITY RESERVES - Sierra Advantage and VAriety Plus annuity reserves are
computed for currently  payable  contracts  according to the 1983a  Individual
Annuity Mortality Table projected under Scale G factors at an assumed interest
rate of 3.5%. The other contracts  annuity reserves are computed for currently
payable contracts  according to the Progressive  Annuity Mortality Table at an
assumed  interest  rate of 3%.  Charges to annuity  reserves for mortality and
expense  risks  experience  are  reimbursed  to the  Company  if the  reserves
required  are less than  originally  estimated.  If  additional  reserves  are
required, the Company reimburses the separate account.

NOTE C - INVESTMENTS

     Fund shares are  purchased at net asset value with net contract  payments
(contract purchase payments less surrenders and amounts payable to the Company
for  administrative  and surrender  charges) and reinvestment of distributions
made by the  funds.  The  following  is a summary of fund  shares  owned as of
December 31, 1996.

<TABLE>
<CAPTION>

                                                                  Net         Value of         Cost of           Unrealized
                                                                 Asset        Shares at        Shares           Appreciation
                       Fund                         Shares       Value         Market           Held           (Depreciation)

<S>                                                 <C>          <C>        <C>               <C>                 <C>
Van Kampen Comstock Fund........................    436,828      $ 14.78    $  6,456,312      $  6,520,659        $  (64,347)
Van Kampen Corporate Bond Fund..................     77,146         6.88         530,766           532,315            (1,549)
Van Kampen Reserve Fund.........................  1,430,869         1.00       1,430,869         1,430,869                 0
Van Kampen High Income Corporate Bond Fund......  1,989,372         6.42      12,771,767        11,869,051           902,716
Van Kampen LIT Money Market Fund................  5,356,820         1.00       5,356,820         5,356,820                 0
Van Kampen LIT Domestic Income Fund.............    776,892         8.01       6,222,909         6,306,903           (83,994)
Van Kampen LIT Enterprise Fund..................  1,153,699        16.26      18,759,145        16,100,742         2,658,403
Van Kampen LIT Government Fund..................    121,169         8.66       1,049,323         1,068,570           (19,247)
Van Kampen LIT Asset Allocation Fund............    265,504        11.35       3,013,475         3,077,842           (64,367)
Fidelity VIP Asset Manager Portfolio............     40,818        16.93         691,048           590,412           100,636
Fidelity VIP Overseas Portfolio.................     14,960        18.84         281,840           241,925            39,915
Fidelity VIP Index 500 Portfolio................     10,823        89.13         964,687           810,261           154,426
Neuberger & Berman AMT Balanced Portfolio.......     15,012        15.92         238,989           235,401             3,588
Neuberger & Berman AMT Partners Portfolio.......     86,200        16.48       1,420,576         1,061,178           359,398
AGSPC Stock Index Fund..........................     69,162        22.76       1,574,119         1,074,396           499,723
AGSPC Social Awareness Fund.....................      7,051        15.53         109,508            94,044            15,464
AGSPC International Equities Fund...............     26,834        10.86         291,422           283,288             8,134
Sierra International Growth Fund................  4,790,516        13.03      62,420,425        57,385,152         5,035,273
Sierra Short Term Global Government Fund........  8,843,198         2.48      21,931,132        21,676,032           255,100
Sierra Growth Fund..............................  7,247,908        16.01     116,039,007        92,269,807        23,769,200
Sierra Global Money Fund........................ 23,261,642         1.00      23,261,642        23,261,642                 0
Sierra U.S. Government Fund.....................  6,815,332         9.77      66,585,792        66,643,860           (58,068)
Sierra Growth and Income Fund...................  4,370,788        14.29      62,458,565        50,043,856        12,414,709
Sierra Corporate Income Fund....................  6,095,560         9.82      59,858,400        59,857,864               536
Sierra Short Term High Quality Bond Fund........  5,099,390         2.43      12,391,519        12,583,492          (191,973)
Sierra Emerging Growth Fund.....................  3,801,138        14.70      55,876,723        45,762,504        10,114,219
                                                                            ------------      ------------        ----------
                                                                            $541,986,780      $486,138,885        55,847,895
                                                                            ============      ============        ==========
</TABLE>

     The aggregate  cost of purchases  and proceeds from sales of  investments
for the period  ended  December  31, 1996 were  $135,673,393  and  $71,466,602
respectively. The cost of total investments owned at December 31, 1996 was the
same for both  financial  reporting  and federal  income tax  purposes.  Gross
unrealized  appreciation and gross unrealized  depreciation for the year ended
December 31,1996 are $56,331,440 and $483,545, respectively.


                                      15


<PAGE>

Note E - Summary of Changes in Units
 
Changes in Units for the Year Ended December 31, 1996

<TABLE>
<CAPTION>
Sierra Advantage                                                 Short Term
                                                                  Global
                                             International       Government                          Global        U. S. Government
ACCUMULATION PERIOD                           Growth Fund          Fund         Growth Fund        Money Fund           Fund

<S>                                        <C>               <C>               <C>               <C>               <C>
Outstanding at beginning of period.......  38,882,135.444    23,376,496.403    65,732,670.354    19,070,427.181    47,440,751.595
Purchase payments........................   5,764,727.855       823,425.493     7,956,730.419     5,200,191.953     6,228,720.252
Surrenders...............................  (2,265,550.102)   (1,734,078.214)   (3,016,815.821)   (1,095,488.892)   (3,518,537.910)
Transfers to annuity.....................     (15,963.133)       (6,097.866)      (12,788.652)       (8,500.903)      (20,672.538)
Transfers between funds..................   6,843,327.623    (2,366,242.572)   (3,810,395.545)   (2,115,563.430)    8,984,681.552
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period.............  49,208,677.687    20,093,503.244    66,849,400.755    21,051,065.909    59,114,942.951
                                           ===============   ===============   ===============   ===============   ===============
</TABLE>


<TABLE>
<CAPTION>
                                                                                 Short Term 
                                             Growth and          Corporate       High Quality        Emerging 
                                             Income Fund        Income Fund       Bond Fund        Growth Fund
<S>                                        <C>               <C>               <C>               <C>
Outstanding at beginning of period......   36,675,025.766    52,014,100.048    11,822,728.277    34,379,287.120
Purchase payments.......................    8,537,457.784     5,251,049.786     1,617,072.331     6,624,985.814
Surrenders..............................   (1,751,987.311)   (3,393,206.396)     (545,483.502)   (1,578,433.352)
Transfers to annuity....................              ***        (8,122.761)            0.000       (11,325.843)
Transfers between funds.................   (2,274,408.556)   (2,020,487.059)   (1,281,300.464)     (937,126.725)
                                           ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............   41,176,555.767    51,843,333.618    11,613,016.642    38,477,387.014
                                           ===============   ===============   ===============   ===============
</TABLE>


<TABLE>
<CAPTION>
VAriety Plus                                                    Van Kampen
                                              Van Kampen       LIT Domestic        Van Kampen       Van Kampen        Van Kampen
                                               LIT Money          Income         LIT Enterprise    LIT Government      LIT Asset
ACCUMULATION PERIOD                           Market Fund          Fund               Fund             Fund         Allocation Fund
<S>                                        <C>               <C>               <C>               <C>               <C>
Non-Qualified Contracts:
Outstanding at beginning of period......       31,023.098       643,469.587     2,193,267.495       648,110.420     1,387,133.759
Purchase payments.......................        2,564.198        49,958.499       111,360.191        18,542.595        48,895.083
Surrenders..............................     (123,953.182)      (34,524.433)      (85,025.999)      (30,217.268)      (69,659.359)
Transfers to annuity....................            0.000             0.000             0.000             0.000             0.000
Transfers between funds.................      372,298.313      (139,382.337)      (47,643.171)      (30,111.032)      (53,922.294)
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............      281,932.427       519,521.316     2,171,958.516       606,324.715     1,312,447.189
                                           ===============   ===============   ===============   ===============   ===============
</TABLE>


<TABLE>
<CAPTION>
                                                                                                     Neuberger &      Neuberger &
                                             Fidelity VIP       Fidelity VIP      Fidelity VIP         Berman           Berman
                                             Asset Manager        Overseas         Index 500        AMT Balanced     AMT Partners
                                               Portfolio         Portfolio         Portfolio         Portfolio         Portfolio
<S>                                        <C>               <C>               <C>               <C>               <C>
Outstanding at beginning of period......      368,506.813       150,156.224       255,919.568       126,436.941       573,999.606
Purchase payments.......................       78,232.603        22,650.982       192,419.319        34,995.016       197,533.041
Surrenders..............................      (25,254.384)         (224.253)       (2,405.849)      (10,711.695)      (35,249.198)
Transfers to annuity....................            0.000             0.000             0.000             0.000             0.000
Transfers between funds.................      (87,178.618)      (18,029.434)       74,341.294       (10,216.976)      122,086.909
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............      334,306.414       154,553.519       520,274.332       140,503.286       858,370.358
                                           ===============   ===============   ===============   ===============   ===============
</TABLE>


                                      16

<PAGE>

Note E - Summary of Changes in Units - Continued

Changes in Units for the Year Ended December 31, 1996

<TABLE>
<CAPTION>
VAriety Plus - Continued                                         AGSPC Stock          AGSPC
                                              AGSPC Stock     Social Awareness    International
ACCUMULATION PERIOD                            Index Fund           Fund          Equities Fund
<S>                                        <C>               <C>               <C>
Non-Qualified Contracts:
Outstanding at beginning of period......       648,212.914       41,609.618       478,545.500
Purchase payments.......................        24,666.084       13,999.802        10,802.158
Surrenders..............................      (59,334.026)       (5,159.837)      (57,804.040)
Transfers to annuity....................            0.000             0.000             0.000
Transfers between funds.................      (30,385.988)            0.000      (182,963.525)
                                           ---------------   ---------------   ---------------
Outstanding at end of period............      583,158.984        50,449.583       248,580.093
                                           ===============   ===============   ===============
</TABLE>



<TABLE>
<CAPTION>
OTHER CONTRACTS                                                                                         Van Kampen
                                                                 Van Kampen                             High Income    Van Kampen
                                               Van Kampen      Corporate Bond        Van Kampen       Corporate Bond    LIT Money
ACCUMULATION PERIOD                          Comstock Fund         Fund            Reserve Fund          Fund          Market Fund
<S>                                        <C>               <C>               <C>               <C>               <C>
Non-Qualified Contracts:
Outstanding at beginning of period......      355,463.749       137,367.827       328,703.184     2,993,479.694       702,423.167
Purchase payments.......................            0.000             0.000             0.000             0.000             0.000
Surrenders..............................            0.000             0.000       (32,775.708)     (296,622.519)      (32,384.793)
Transfers to annuity....................            0.000             0.000             0.000        (3,929.146)            0.000
Transfers between funds.................          277.235       (17,884.290)       23,541.387       (67,079.066)      108,409.985
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............      355,740.984       119,483.537       319,468.863     2,625,848.963       778,448.359
                                           ===============   ===============   ===============   ===============   ===============

Qualified Contracts:
Outstanding at beginning of period......      151,148.632             0.000        48,115.813        74,802.608        22,426.173
Purchase payments.......................          590.322             0.000           241.028         4,358.243             0.000
Surrenders..............................      (22,242.117)            0.000             0.000       (20,129.220)            0.000
Transfers to annuity....................            0.000             0.000             0.000             0.000             0.000
Transfers between funds.................         (226.461)            0.000             0.000             0.000             0.000
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............      129,270.376             0.000        48,356.841        59,031.631        22,426.173
                                           ===============   ===============   ===============   ===============   ===============
</TABLE>


<TABLE>
<CAPTION>
                                              Van Kampen LIT                        Van Kampen                          Van Kampen
                                               Money Market      Van Kampen        LIT Domestic      Van Kampen      LIT Enterprise
                                                   Fund         LIT Domestic       Income Fund     LIT Enterprise        Fund
                                             (Deferred Load)     Income Fund     (Deferred Load)        Fund        (Deferred Load)

<S>                                        <C>               <C>               <C>               <C>               <C>
Non-Qualified Contracts:
Outstanding at beginning of period......      848,950.504       584,683.467       951,382.221       288,310.619     1,596,083.456
Purchase payments.......................       23,268.333             0.000         3,410.320             0.000             0.000
Surrenders..............................     (162,081.382)       (8,767.951)      (90,790.215)       (5,221.464)     (128,193.870)
Transfers to annuity....................            0.000             0.000             0.000       (11,131.252)            0.000
Transfers between funds.................        8,854.079       (75,552.029)      (17,678.786)       (3,801.608)       (7,247.129)
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............      718,991.534       500,363.487       846,323.540       268,156.295     1,460,642.457
                                           ===============   ===============   ===============   ===============   ===============

Qualified Contracts:
Outstanding at beginning of period......      371,366.831        41,117.046       238,660.088         4,202.245       766,615.798
Purchase payments.......................       15,504.335             0.000           829.118             0.000         8,853.705
Surrenders..............................      (36,762.279)            0.000       (50,551.636)            0.000       (53,865.084)
Transfers to annuity....................            0.000             0.000             0.000             0.000             0.000
Transfers between funds.................        5,482.538             0.000        (1,255.480)            0.000        (1,828.605)
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............      355,591.425        41,117.046       187,682.090         4,202.245       719,775.814
                                           ===============   ===============   ===============   ===============   ===============
</TABLE>


                                      17

<PAGE>

Note E - Summary of Changes in Units - Continued

Changes in Units for the Year Ended December 31, 1996


<TABLE>
<CAPTION>
Sierra Advantage                                                 Short Term
                                                                  Global
                                             International       Government                          Global        U. S. Government
ANNUITY PERIOD                                Growth Fund          Fund         Growth Fund        Money Fund           Fund
<S>                                        <C>               <C>               <C>               <C>               <C>
Outstanding at beginning of period......             0.000       17,801.266         4,198.762             0.000             0.000
Transfers from accumulation.............        15,963.133        6,097.866        12,788.652         8,500.903        20,672.538
Annuity payments........................       (1,058.112)       (5,105.791)       (1,957.282)         (607.341)       (1,491.985)
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............       14,905.021        18,793.341        15,030.132         7,893.562        19,180.553
                                           ===============   ===============   ===============   ===============   ===============
</TABLE>


<TABLE>
<CAPTION>
                                                                                 Short Term 
                                             Growth and          Corporate       High Quality        Emerging 
                                             Income Fund        Income Fund       Bond Fund        Growth Fund
<S>                                        <C>               <C>               <C>               <C>
Outstanding at beginning of period......            0.000        20,438.943             0.000             0.000
Transfers from accumulation.............        9,531.916         8,122.761             0.000        11,325.843
Annuity payments........................         (687.964)       (6,070.707)            0.000          (714.000)
                                           ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............        8,843.952        22,490.997             0.000        10,611.843
                                           ===============   ===============   ===============   ===============
</TABLE>


<TABLE>
OTHER CONTRACTS                                                                                         Van Kampen
                                                                 Van Kampen                             High Income    Van Kampen
                                               Van Kampen      Corporate Bond        Van Kampen       Corporate Bond    LIT Money
ANNUITY PERIOD                               Comstock Fund         Fund            Reserve Fund          Fund          Market Fund
<S>                                        <C>               <C>               <C>               <C>               <C>
Non-Qualified Contracts:
Outstanding at beginning of period......       24,802.485             0.000        59,202.979        88,097.148        18,851.842
Transfers from accumulation.............            0.000             0.000             0.000         3,929.145             0.000
Mortality Reserve Transfer..............            0.000             0.000             0.000        21,817.344             0.000
Annuity payments........................       (1,971.791)            0.000       (12,102.824)      (26,262.854)        (2,660.171)
Surrendered Contracts...................      (16,755.476)            0.000             0.000             0.000             0.000
Transfers between funds.................            0.000             0.000             0.000             0.000             0.000
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............        6,075.218             0.000        47,100.155        87,580.783        16,191.671
                                           ===============   ===============   ===============   ===============   ===============


Qualified Contracts:
Outstanding at beginning of period......            0.000             0.000             0.000         4,900.348             0.000
Transfers from accumulation.............            0.000             0.000             0.000             0.000             0.000
Mortality Reserve Transfer..............            0.000             0.000             0.000             0.000             0.000
Annuity payments........................            0.000             0.000             0.000          (692.082)            0.000
Surrendered Contracts...................            0.000             0.000             0.000             0.000             0.000
Transfers between funds.................            0.000             0.000             0.000             0.000             0.000
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............            0.000             0.000             0.000         4,208.266             0.000
                                           ===============   ===============   ===============   ===============   ===============
</TABLE>


                                      18

<PAGE>

Note E - Summary of Changes in Units - Continued

Changes in Units for the Year Ended December 31, 1996

Other Contracts - Continued

<TABLE>
<CAPTION>
                                              Van Kampen LIT                        Van Kampen                          Van Kampen
                                               Money Market      Van Kampen        LIT Domestic      Van Kampen      LIT Enterprise
                                                   Fund         LIT Domestic       Income Fund     LIT Enterprise        Fund
                                             (Deferred Load)     Income Fund     (Deferred Load)        Fund        (Deferred Load)
ANNUITY PERIOD
<S>                                        <C>               <C>               <C>               <C>               <C>

Non-Qualified Contracts:
Outstanding at beginning of period......      439,584.645         9,252.599        93,503.376         2,184.759       124,157.660
Transfers from accumulation.............            0.000             0.000             0.000        10,869.668             0.000
Mortality Reserve Transfer..............            0.000         7,681.063             0.000             0.000             0.000
Annuity payments........................     (150,028.492)       (5,496.672)      (32,535.236)       (1,545.789)      (38,760.220)
Transfers between funds.................            0.000             0.000             0.000             0.000             0.000
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............      289,556.153        11,436.990        60,968.140        11,508.638        85,397.440
                                           ===============   ===============   ===============   ===============   ===============


Qualified Contracts:
Outstanding at beginning of period......        4,816.161            89.380        17,309.669             0.000         4,098.540
Transfers from accumulation.............            0.000             0.000             0.000             0.000             0.000
Mortality Reserve Transfer..............            0.000             0.000             0.000             0.000             0.000
Annuity payments........................       (2,534.452)            0.000        (4,818.887)            0.000        (2,593.604)
Transfers between funds.................            0.000             0.000             0.000             0.000             0.000
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............        2,281.709            89.380        12,490.782             0.000         1,504.936
                                           ===============   ===============   ===============   ===============   ===============
</TABLE>


Changes in Units for the Year Ended December 31, 1995


<TABLE>
<CAPTION>
Sierra Advantage                                                 Short Term
                                                                  Global
                                             International       Government                          Global        U. S. Government
ACCUMULATION PERIOD                           Growth Fund          Fund         Growth Fund        Money Fund           Fund
<S>                                        <C>               <C>               <C>               <C>               <C>
Outstanding at beginning of period......   41,411,804.816    31,104,117.951    55,968,698.496     5,990,768.122    45,519,220.818
Purchase payments.......................    6,282,094.793     1,812,247.957    10,358,765.174     6,190,469.801     5,994,381.877
Surrenders..............................   (2,694,405.713)   (2,698,365.189)   (3,773,253.685)     (998,774.884)   (4,016,271.339)
Transfers to annuity....................            0.000       (23,165.130)       (5,463.976)            0.000             0.000
Transfers between funds.................   (6,117,358.452)   (6,818,339.186)    3,183,924.345     7,887,964.142       (56,579.761)
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............   38,882,135.444    23,376,496.403    65,732,670.354    19,070,427.181    47,440,751.595
                                           ===============   ===============   ===============   ===============   ===============
</TABLE>



<TABLE>
<CAPTION>
                                                                                 Short Term 
                                             Growth and          Corporate       High Quality        Emerging 
                                             Income Fund        Income Fund       Bond Fund        Growth Fund
<S>                                        <C>               <C>               <C>               <C>
Outstanding at beginning of period......   25,711,520.731    57,776,195.507     16,054,361.321   19,161,715.815
Purchase payments.......................   10,091,361.789     7,002,703.784      1,828,154.900    8,135,229.721
Surrenders..............................   (1,677,052.520)   (4,392,921.746)    (1,168,254.384)  (1,459,588.916)
Transfers to annuity....................            0.000       (26,597.560)              0.000           0.000
Transfers between funds.................    2,549,195.766    (8,345,279.937)    (4,891,533.560)   8,541,930.500
                                           ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............   36,675,025.766    52,014,100.048     11,822,728.277   34,379,287.120
                                           ===============   ===============   ===============   ===============
</TABLE>


                                      19

<PAGE>

Note E - Summary of Changes in Units - Continued

Changes in Units for the Year Ended December 31, 1995

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


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


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


<TABLE>
<CAPTION>
OTHER CONTRACTS                                                                                         Van Kampen
                                                                 Van Kampen                             High Income    Van Kampen
                                               Van Kampen      Corporate Bond        Van Kampen       Corporate Bond    LIT Money
ACCUMULATION PERIOD                          Comstock Fund         Fund            Reserve Fund          Fund          Market Fund
<S>                                        <C>               <C>               <C>               <C>               <C>
Non-Qualified Contracts:
Outstanding at beginning of period......      371,579.671       169,794.267       411,195.680     3,265,868.129       827,101.817
Purchase payments.......................            0.000             0.000             0.000             0.000             0.000
Surrenders..............................      (11,922.632)      (32,929.866)      (53,584.102)     (287,888.359)      (53,606.690)
Transfers to annuity....................       (1,422.004)            0.000             0.000             0.000             0.000
Transfers between funds.................       (2,771.286)          503.426       (28,908.394)       15,499.924       (71,071.960)
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............      355,463.749       137,367.827       328,703.184     2,993,479.694       702,423.167
                                           ===============   ===============   ===============   ===============   ===============
</TABLE>


                                      20

<PAGE>


Note E - Summary of Changes in Units - Continued

Changes in Units for the Year Ended December 31, 1995


<TABLE>
<CAPTION>
OTHER CONTRACTS - CONTINUED                                                                             Van Kampen
                                                                 Van Kampen                             High Income    Van Kampen
                                               Van Kampen      Corporate Bond        Van Kampen       Corporate Bond    LIT Money
ACCUMULATION PERIOD                          Comstock Fund         Fund            Reserve Fund           Fund         Market Fund
<S>                                        <C>               <C>               <C>               <C>               <C>
Qualified Contracts:
Outstanding at beginning of period......      164,204.905             0.000        78,075.084        73,443.858        30,159.958
Purchase payments.......................          536.521             0.000           199.421         1,358.750             0.000
Surrenders..............................      (13,592.794)            0.000      (30,158.692)             0.000        (7,733.785)
Transfers to annuity....................            0.000             0.000             0.000             0.000             0.000
Transfers between funds.................            0.000             0.000             0.000             0.000             0.000
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............      151,148.632             0.000        48,115.813        74,802.608        22,426.173
                                           ===============   ===============   ===============   ===============   ===============
</TABLE>


<TABLE>
<CAPTION>
                                              Van Kampen LIT                        Van Kampen                         Van Kampen
                                               Money Market      Van Kampen        LIT Domestic      Van Kampen      LIT Enterprise
                                                   Fund         LIT Domestic       Income Fund     LIT Enterprise        Fund
                                             (Deferred Load)     Income Fund     (Deferred Load)        Fund        (Deferred Load)
Annuity Period
<S>                                        <C>               <C>               <C>               <C>               <C>
Non-Qualified Contracts:
Outstanding at beginning of period......    1,223,781.737       575,240.379     1,069,872.228       291,228.921     1,786,702.024
Purchase payments.......................          586.468             0.000             0.000             0.000             0.000
Surrenders..............................     (197,634.925)      (18,257.613)      (94,843.512)      (20,092.499)     (303,559.749)
Transfers to annuity....................            0.000             0.000       (11,088.000)            0.000        (8,357.577)
Transfers between funds.................     (177,782.776)       27,700.701       (12,558.495)       17,174.197       121,298.758
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............      848,950.504       584,683.467       951,382.221       288,310.619     1,596,083.456
                                           ===============   ===============   ===============   ===============   ===============

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


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


                                      21

<PAGE>

Note E - Summary of Changes in Units - Continued

Changes in Units for the Year Ended December 31, 1995


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


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


<TABLE>
<CAPTION>
                                              Van Kampen LIT                        Van Kampen                         Van Kampen
                                               Money Market      Van Kampen        LIT Domestic      Van Kampen      LIT Enterprise
                                                   Fund         LIT Domestic       Income Fund     LIT Enterprise        Fund
                                             (Deferred Load)     Income Fund     (Deferred Load)        Fund        (Deferred Load)
<S>                                        <C>               <C>               <C>               <C>               <C>
Outstanding at beginning of period......      594,477.542        14,952.887       116,752.801         2,820.817       156,484.254
Annuity payments........................            0.000             0.000        11,088.000             0.000         8,357.577
Transfers from accumulation.............     (154,892.897)       (5,700.288)      (33,337.425)         (636.058)      (40,684.171)
Transfers between funds.................            0.000             0.000             0.000             0.000             0.000
                                           ---------------   ---------------   ---------------   ---------------   ---------------
Outstanding at end of period............      439,584.645         9,252.599        94,503.376         2,184.759       124,157.660
                                           ===============   ===============   ===============   ===============   ===============


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


                                      22

<PAGE>

Note F - Assets Represented By:

December 31,1996

ACCUMULATION PERIOD:

<TABLE>
<CAPTION>
Sierra Advantage:                                           Units               Unit Value       Amount
<S>                                                       <C>                  <C>             <C>
International Growth Fund...........................      49,208,677.687       $ 1.268100      $ 62,401,524
Short Term Global Government Fund...................      20,093,503.244         1.090434        21,910,639
Growth Fund.........................................      66,849,400.755         1.735437       116,012,924
Global Money Fund...................................      21,051,065.909         1.104596        23,252,923
U.S. Government Fund................................      59,114,942.951         1.126013        66,564,194
Growth and Income Fund..............................      41,176,555.767         1.516522        62,445,153
Corporate Income Fund...............................      51,843,333.618         1.154101        59,832,443
Short Term High Quality Bond Fund...................      11,613,016.642         1.067037        12,391,518
Emerging Growth Fund................................      38,477,387.014         1.451796        55,861,317
                                                                                               -------------
                                                                                               $480,672,635
                                                                                               -------------

VAriety Plus:

Van Kampen LIT Money Market Fund....................         281,932.417         1.526177           430,279
Van Kampen LIT Domestic  Income Fund................         519,521.316         1.745051           906,591
Van Kampen LIT Enterprise Fund......................       2,171,958.516         2.631841         5,716,250
Van Kampen LIT Government Fund......................         606,324.715         1.730000         1,048,942
Van Kampen LIT Asset Allocation Fund................       1,312,447.189         2.296074         3,013,476
Fidelity VIP Asset Manager Portfolio................         334,306.414         2.067111           691,048
Fidelity VIP Overseas Portfolio.....................         154,553.519         1.823575           281,840
Fidelity VIP Index 500 Portfolio....................         520,274.332         1.854189           964,687
Neuberger and Berman AMT Balanced Portfolio.........         140,503.286         1.700950           238,989
Neuberger and Berman AMT Partners Portfolio.........         858,370.358         1.654969         1,420,576
AGSPC Stock Index Fund..............................         583,158.984         2.699296         1,574,119
AGSPC Social Awareness Fund.........................          50,449.583         2.170641           109,508
AGSPC International Equities Fund...................         248,580.093         1.172348           291,422
                                                                                               -------------
                                                                                                 16,687,727
                                                                                               -------------
</TABLE>


                                      23

<PAGE>

Note F - Assets Represented By: - Continued

                                                             December 31, 1996

ACCUMULATION PERIOD:

<TABLE>
<CAPTION>
Other Contracts:                                             Units               Unit Value       Amount
<S>                                                       <C>                  <C>              <C>
Non Qualified:

Van Kampen Comstock Fund............................         355,740.984       $12.280239         4,368,584
Van Kampen Corporate Bond Fund......................         119,483.537         4.442165           530,766
Van Kampen Reserve Fund.............................         319,468.863         3.446824         1,101,153
Van Kampen High Income Corporate Bond Fund..........       2,625,848.963         4.599039        12,076,381
Van Kampen LIT Money Market Fund....................         778,448.359         2.356167         1,834,154
Van Kampen LIT Money Market Fund (deferred load)....         718,991.534         2.194923         1,578,131
Van Kampen LIT Domestic Income Fund.................         500,363.487         3.371713         1,687,082
Van Kampen LIT Domestic Income Fund (deferred load).         846,323.540         3.077291         2,604,384
Van Kampen LIT Enterprise Fund......................         268,156.295         5.443324         1,459,662
Van Kampen LIT Enterprise Fund (deferred load)......       1,460,642.457         5.082117         7,423,155


Qualified:

Van Kampen Comstock Fund............................         129,270.376        15.572965         2,013,123
Van Kampen Reserve Fund.............................          48,356.841         3.448038           166,736
Van Kampen High Income Corporate Bond Fund..........          59,031.631         4.626772           273,126
Van Kampen LIT Money Market Fund....................          22,426.173         2.356167            52,840
Van Kampen LIT Money Market Fund (deferred load)....         355,591.425         2.194923           780,496
Van Kampen LIT Domestic Income Fund.................          41,117.046         3.592272           147,704
Van Kampen LIT Domestic Income Fund (deferred load).         187,682.090         3.250419           610,045
Van Kampen LIT Enterprise Fund......................           4,202.245         5.026041            21,121
Van Kampen LIT Enterprise Fund (deferred load)......         719,775.814         5.049783         3,634,712
                                                                                               -------------
                                                                                                 42,363,354
                                                                                               -------------
Total Accumulation Period                                                                      $539,723,716
                                                                                               =============
</TABLE>



                                      24

<PAGE>

Note F - Assets Represented By: - Continued

                                                             December 31, 1996

ANNUITY PERIOD:

<TABLE>
<CAPTION>
Sierra Advantage:                                            Units               Unit Value       Amount
<S>                                                       <C>                  <C>             <C>
International Growth Fund...........................         14,905.021        $ 1.268100      $     18,901
ShortTerm Global Government Government Fund.........         18,793.341          1.090434            20,493
Growth Fund.........................................         15,030.132          1.735437            26,084
Global Money Fund...................................          7,893.562          1.104596             8,719
U.S. Government Fund................................         19,180.553          1.126013            21,598
Growth and Income Fund..............................          8,843.952          1.516522            13,412
Corporate Income Fund...............................         22,490.997          1.154101            25,957
Short Term High Quality Bond Fund...................              0.000          1.067037                 0
Emerging Growth Fund................................         10,611.843          1.451796            15,406
                                                                                               -------------
                                                                                                    150,570
                                                                                               -------------


Other Contracts:

Non Qualified:
 
Van Kampen Comstock Fund............................          6,075.218         12.280239            74,605
Van Kampen Corporate Bond Fund......................              0.000          4.442165                 0
Van Kampen Reserve Fund.............................         47,100.155          3.446824           162,346
Van Kampen High Income Corporate Bond Fund..........         87,580.783          4.599039           402,788
Van Kampen LIT Money Market Fund....................         16,191.671          2.356167            38,150
Van Kampen LIT Money Market Fund (deferred load)....        289,556.153          2.194923           635,553
Van Kampen LIT Domestic Income Fund.................         11,436.990          3.371713            38,562
Van Kampen LIT Domestic Income Fund (deferred load).         60,968.140          3.077291           187,617
Van Kampen LIT Enterprise Fund......................         11,508.638          5.443324            62,645
Van Kampen LIT Enterprise Fund (deferred load)......         85,397.440          5.082117           434,000

Qualified:

Van Kampen Comstock Fund............................              0.000         15.572965                 0
Van Kampen Corporate Bond Fund......................              0.000          4.461594                 0
Van Kampen Reserve Fund.............................              0.000          3.448038                 0
Van Kampen High Income Corporate Bond Fund..........          4,208.266          4.626772            19,471
Van Kampen LIT Money Market Fund....................              0.000          2.356167                 0
Van Kampen LIT Money Market Fund (deferred load)....          2,281.709          2.194923             5,008
Van Kampen LIT Domestic Income Fund.................             89.380          3.592272               321
Van Kampen LIT Domestic Income Fund (deferred load).         12,490.782          3.250419            40,600
Van Kampen LIT Enterprise Fund......................              0.000          5.026041                 0
Van Kampen LIT Enterprise Fund (deferred load)......          1,504.936          5.049783             7,600
                                                                                               -------------
                                                                                                  2,109,267
                                                                                               -------------

Total Annuity Period................................                                              2,259,837
                                                                                               -------------


Total Contract Owner Reserves.......................                                           $541,983,555
                                                                                               =============
</TABLE>


                                      25

<PAGE>

Note F - Assets Represented By: - Continued

                                                             December 31, 1995

<TABLE>
ACCUMULATION PERIOD:

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



VAriety Plus:

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

OTHER CONTRACTS:

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



Qualified:

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


                                      26

<PAGE>

Note F - Assets Represented By: - Continued

                                                             December 31, 1995

ANNUITY PERIOD:

<TABLE>
<CAPTION>
Sierra Advantage:                                            Units               Unit Value       Amount
<S>                                                      <C>                   <C>            <C>
Short Term Global Government Fund...................         17,801.266        $ 1.019136     $      18,142
Growth Fund.........................................          4,198.762          1.516694             6,368
Corporate Income Fund...............................         20,438.943          1.166536            23,843
                                                                                               -------------
                                                                                                     48,353
                                                                                               -------------


Other Contracts:

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


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


                                      27

<PAGE>


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


                        Report of Independent Auditors

Board of Directors
American General Life Insurance Company

We have  audited  the  accompanying  consolidated  balance  sheets of American
General Life  Insurance  Company (an  indirectly  wholly owned  subsidiary  of
American  General  Corporation)  and  subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of income, shareholders' equity,
and cash flows for each of the three years in the period  ended  December  31,
1996.  These  financial  statements  are the  responsibility  of the Company's
management.  Our  responsibility  is to express an opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of American General
Life Insurance Company and subsidiaries at December 31, 1996 and 1995, and the
consolidated  results of their operations and their cash flows for each of the
three  years in the  period  ended  December  31,  1996,  in  conformity  with
generally accepted accounting principles.

                                                     /s/ERNST & YOUNG LLP
March 20, 1997


      Ernst & Young LLP is a member of Ernst & Young International, Ltd.


                                      28

<PAGE>

                    American General Life Insurance Company

                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                    December 31
                                                                             1996              1995
                                                                       ------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                    <C>                <C>
ASSETS
Investments:
   Fixed maturity securities, at fair value (amortized cost -
      $24,762,134 in 1996 and $23,349,517 in 1995)                         $  25,395,381    $  24,769,751
   Equity securities, at fair value (cost - $17,642 in 1996 and
      $72,443 in 1995)                                                            20,555           92,318
   Mortgage loans on real estate                                               1,707,843        1,790,110
   Investment real estate                                                        145,442          141,927
   Policy loans                                                                1,006,137          918,465
   Other long-term investments                                                    43,344           23,819
   Short-term investments                                                         94,882           65,262
                                                                       ------------------------------------
Total investments                                                             28,413,584       27,801,652

Cash                                                                              33,550           43,944
Investment in Parent Company (cost - $8,597 in 1996 and 1995)                     28,597           24,399
Indebtedness from affiliates                                                      86,488           90,664
Accrued investment income                                                        392,058          392,832
Accounts receivable                                                              170,457          174,303
Deferred policy acquisition costs                                              1,042,783          605,501
Property and equipment                                                            35,414           38,275
Other assets                                                                     134,289          124,919
Assets held in separate accounts                                               7,727,189        5,051,112
                                                                       ------------------------------------
Total assets                                                               $  38,064,409    $  34,347,601
                                                                       ====================================
</TABLE>


                                      29

<PAGE>

<TABLE>
<CAPTION>
                                                                                    December 31
                                                                             1996              1995
                                                                       ------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                    <C>                <C>

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
   Future policy benefits                                                  $  26,558,538    $  25,276,305
   Other policy claims and benefits payable                                       41,679           43,175
   Other policyholders' funds                                                    376,675          445,801
   Federal income taxes                                                          402,361          560,538
   Indebtedness to affiliates                                                      3,376            3,120
   Other liabilities                                                             325,630          284,328
   Liabilities related to separate accounts                                    7,727,189        5,051,112
                                                                       ------------------------------------
Total liabilities                                                             35,435,448       31,664,379

Shareholders' equity:
   Common stock, $10 par value, 600,000 shares authorized, issued, and
      outstanding                                                                  6,000            6,000
   Preferred stock, $100 par value, 8,500 shares authorized, issued,
      and outstanding                                                                850              850
   Additional paid-in capital                                                    933,342          858,075
   Net unrealized investment gains                                               219,151          493,594
   Retained earnings                                                           1,469,618        1,324,703
                                                                       ------------------------------------
Total shareholders' equity                                                     2,628,961        2,683,222

                                                                       ------------------------------------
Total liabilities and shareholders' equity                                 $  38,064,409    $  34,347,601
                                                                       ====================================
</TABLE>

SEE ACCOMPANYING NOTES.


                                      30

<PAGE>

                    American General Life Insurance Company

                        Consolidated Income Statements


<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                         1996            1995           1994
                                                ------------------------------------------------------
                                                                      (IN THOUSANDS)

Revenues:
<S>                                                <C>             <C>             <C>
   Premiums and other considerations               $    382,923    $    342,420    $    324,521
   Net investment income                              2,095,072       2,011,088       1,874,323
   Net realized investment gains (losses)                28,502          (1,942)        (61,268)
   Other                                                 41,968          27,172          30,841
                                                ------------------------------------------------------
Total revenues                                        2,548,465       2,378,738       2,168,417

Benefits and expenses:
   Benefits                                           1,689,011       1,641,206       1,514,544
   Operating costs and expenses                         347,369         309,110         297,498
   Interest expense                                         830           2,180           1,254
                                                ------------------------------------------------------
Total benefits and expenses                           2,037,210       1,952,496       1,813,296
                                                ------------------------------------------------------
Income before income tax expense                        511,255         426,242         355,121

Income tax expense                                      176,660         143,947         128,188
                                                ------------------------------------------------------
Net income                                         $    334,595    $    282,295    $    226,933
                                                ======================================================
</TABLE>


SEE ACCOMPANYING NOTES.


                                      31

<PAGE>

                    American General Life Insurance Company

                Consolidated Statements of Shareholders' Equity


<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                         1996            1995           1994
                                                ------------------------------------------------------
                                                                      (IN THOUSANDS)

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

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

Additional paid-in capital:
   Balance at beginning of year                        858,075         850,358          850,236
   Capital contribution from Parent                     75,000               -                -
   Other changes during year                               267           7,717              122
                                                ------------------------------------------------------
Balance at end of year                                 933,342         858,075          850,358

Net unrealized investment gains (losses):
   Balance at beginning of year                        493,594        (730,900)         427,471
   Change during year                                 (274,443)      1,224,494       (1,158,371)
                                                ------------------------------------------------------
Balance at end of year                                 219,151         493,594         (730,900)

Retained earnings:
   Balance at beginning of year                      1,324,703       1,249,109        1,261,676
   Net income                                          334,595         282,295          226,933
   Dividends paid                                     (189,680)       (206,701)        (239,500)
                                                ------------------------------------------------------
Balance at end of year                               1,469,618       1,324,703        1,249,109
                                                ------------------------------------------------------
Total shareholders' equity                         $ 2,628,961    $  2,683,222   $    1,374,567
                                                =======================================================
</TABLE>


                                      32


SEE ACCOMPANYING NOTES.

<PAGE>

                    American General Life Insurance Company

                     Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31
                                                                   1996            1995           1994
                                                          -----------------------------------------------------
                                                                                (IN THOUSANDS)
<S>                                                          <C>             <C>             <C>
OPERATING ACTIVITIES
Net income                                                   $     334,595   $     282,295   $     226,933
Adjustments to reconcile net income to net cash
   (used in) provided by operating activities:
      Change in accounts receivable                                  3,846         (18,654)         (8,942)
      Change in future policy benefits and other policy
         claims                                                   (543,193)        (70,383)        120,756
      Amortization of policy acquisition costs                     102,189          68,295          56,662
      Policy acquisition costs deferred                           (188,001)       (203,607)       (194,974)
      Change in other policyholders' funds                         (69,126)         63,174          38,379
      Provision for deferred income tax expense                     12,388          (9,773)         24,043
      Depreciation                                                  16,993          18,119          18,412
      Amortization                                                 (30,758)        (35,825)        (59,680)
      Change in indebtedness to/from affiliates                      4,432           7,596        (113,620)
      Change in amounts payable to brokers                         (25,260)         30,964          23,806
      Net (gain) loss on sale of investments                       (28,502)          1,942          61,268
      Other, net                                                    32,111          46,863         (61,093)
                                                          -----------------------------------------------------
Net cash (used in) provided by operating activities               (378,286)        181,006         131,950

INVESTING ACTIVITIES
Purchases of investments and loans made                        (27,245,453)    (14,573,323)    (15,723,196)
Sales or maturities of investments and receipts from
   repayment of loans                                           25,889,422      12,528,185      13,939,720
Sales and purchases of property and equipment, net                  (8,057)        (12,114)         (5,529)
                                                          -----------------------------------------------------
Net cash used in investing activities                           (1,364,088)     (2,057,252)     (1,789,005)

FINANCING ACTIVITIES
Policyholder account deposits                                    3,593,380       3,372,522       3,136,341
Policyholder account withdrawals                                (1,746,987)     (1,258,560)     (1,227,046)
Dividends paid                                                    (189,680)       (206,701)       (239,500)
Capital contribution from Parent                                    75,000               -               -
Other                                                                  267              67             122
                                                          -----------------------------------------------------
Net cash provided by financing activities                        1,731,980       1,907,328       1,669,917
                                                          -----------------------------------------------------
(Decrease) increase in cash                                        (10,394)         31,082          12,862
Cash at beginning of year                                           43,944          12,862               -
                                                          -----------------------------------------------------
Cash at end of year                                           $     33,550   $      43,944   $      12,862
                                                          =====================================================

</TABLE>

Interest paid amounted to approximately $1,080,000, $1,933,000, and $1,207,000
in 1996, 1995, and 1994, respectively.

SEE ACCOMPANYING NOTES.


                                      33
<PAGE>

                    American General Life Insurance Company

                  Notes to Consolidated Financial Statements


                               December 31, 1996


NATURE OF OPERATIONS

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

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

1. ACCOUNTING POLICIES

1.1 PREPARATION OF FINANCIAL STATEMENTS

The  consolidated  financial  statements have been prepared in accordance with
generally accepted accounting  principles ("GAAP") and include the accounts of
the Company and its wholly owned life insurance subsidiaries,  AGNY and VALIC.
Transactions  with the Parent  Company  and other  subsidiaries  of the Parent
Company are not eliminated from the financial  statements of the Company.  All
other   material   intercompany   transactions   have   been   eliminated   in
consolidation.

The preparation of financial  statements requires management to make estimates
and assumptions that affect amounts  reported in the financial  statements and
disclosures  of  contingent  assets and  liabilities.  Ultimate  results could
differ from those estimates.


                                      34

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.2 STATUTORY ACCOUNTING

The Company and its wholly owned life insurance  subsidiaries  are required to
file financial statements with state regulatory  authorities.  State insurance
laws and regulations  prescribe accounting practices for calculating statutory
net income and equity.  In addition,  state  regulators  may permit  statutory
accounting  practices that differ from prescribed  practices.  The use of such
permitted  practices  by the  Company  and its  wholly  owned  life  insurance
subsidiaries  did not have a material  effect on statutory  equity at December
31, 1996.

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

<TABLE>
                                                         1996            1995           1994
                                                ---------------------------------------------------
<S>                                                <C>             <C>             <C>
Net income:
   Statutory net income (1996 balance is
       unaudited)                                  $    284,070    $    197,769    $    281,344
   Deferred policy acquisition costs                     85,812         135,312         138,312
   Deferred income taxes                                (12,388)          9,773         (24,043)
   Adjustments to policy reserves                       (19,954)        (77,591)        (76,458)
   Goodwill amortization                                 (2,169)         (2,195)         (2,200)
   Net realized gain (loss) on investments               14,140          22,874         (19,654)
   Gain (loss) on sale of subsidiary                          -             661         (41,956)
   Other, net                                           (14,916)         (4,308)        (28,412)
                                                ---------------------------------------------------
GAAP net income                                    $    334,595    $    282,295    $    226,933
                                                ===================================================

Shareholders' equity:
   Statutory capital and surplus (1996 balance is
      unaudited)                                   $  1,441,768    $  1,298,323    $  1,283,268
   Deferred policy acquisition costs                  1,042,783         605,501       1,479,115
   Deferred income taxes                               (410,007)       (549,663)       (284,832)
   Adjustments to policy reserves                      (297,434)       (311,065)       (208,913)
   Acquisition-related goodwill                          55,626          57,795          59,990
   Asset valuation reserve ("AVR")                      291,205         263,295         223,382
   Interest maintenance reserve ("IMR")                      63           3,114            (272)
   Investment valuation differences                     643,289       1,417,775      (1,115,921)
   Benefit plans, pretax                                  6,749           6,023           4,421
   Surplus from separate accounts                      (106,026)        (76,645)        (51,704)
   Other, net                                           (39,055)        (31,231)        (13,967)
                                                ---------------------------------------------------
Total GAAP shareholders' equity                    $  2,628,961    $  2,683,222    $  1,374,567
                                                ===================================================
</TABLE>


                                      35

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.2 STATUTORY ACCOUNTING (CONTINUED)

The  more  significant  differences  between  GAAP  and  statutory  accounting
principles are that under GAAP: (a) acquisition costs related to acquiring new
business are deferred and  amortized  (generally  in proportion to the present
value of  expected  gross  profits  from  surrender  charges  and  investment,
mortality,  and expense  margins),  rather than being charged to operations as
incurred;  (b) future  policy  benefits are based on  estimates of  mortality,
interest,  and withdrawals  generally  representing the Company's  experience,
which  may  differ  from  those  based on  statutory  mortality  and  interest
requirements without consideration of withdrawals; (c) deferred federal income
taxes are provided for significant timing differences  between income reported
for financial  reporting  purposes and income  reported for federal income tax
purposes;  (d) certain assets  (principally  furniture and equipment,  agents'
debit balances, computer software, and certain other receivables) are reported
as assets rather than being charged to retained earnings; (e) acquisitions are
accounted  for using the  purchase  method of  accounting  rather  than  being
accounted for as equity  investments;  and (f) fixed maturity  investments are
carried at fair value  rather than  amortized  cost.  In  addition,  statutory
accounting  principles require life insurance  companies to establish an asset
valuation reserve ("AVR") and an interest maintenance reserve ("IMR"). The AVR
is designed to address the  credit-related  risk for bonds,  preferred stocks,
derivative instruments,  and mortgages and market risk for common stocks, real
estate,  and other invested  assets.  The IMR is composed of  investment-  and
liability-related  realized  gains and losses that result from  interest  rate
fluctuations.  These realized gains and losses, net of tax, are amortized into
income over the  expected  remaining  life of the asset sold or the  liability
released.

1.3 INSURANCE CONTRACTS

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


                                      36

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.4 INVESTMENTS

FIXED MATURITY AND EQUITY SECURITIES

All  fixed  maturity  and  equity  securities  are  currently   classified  as
available-for-sale and recorded at fair value. After adjusting related balance
sheet accounts as if the unrealized gains (losses) had been realized,  the net
adjustment is recorded in net unrealized  gains (losses) on securities  within
shareholders'   equity.  If  the  fair  value  of  a  security  classified  as
available-for-sale  declines  below its cost and this decline is considered to
be other than  temporary,  the security is reduced to its fair value,  and the
reduction is recorded as a realized loss.

MORTGAGE LOANS

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

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

POLICY LOANS

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

INVESTMENT REAL ESTATE

Investment real estate consists of  income-producing  real estate,  foreclosed
real estate,  and the American  General Center,  an office complex in Houston.
The Company classifies all investment real estate, except the American General
Center, as  available-for-sale.  Real estate  available-for-sale is carried at
the lower of cost less accumulated depreciation,  if applicable, or fair value
less costs to sell.  Changes in estimates of fair value less costs to sell are
recognized as realized gains (losses) through a valuation allowance.


                                      37

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.4 INVESTMENTS (CONTINUED)

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

INVESTMENT INCOME

Interest on fixed maturity  securities,  performing and restructured  mortgage
loans,  and policy loans is recorded as income when earned and is adjusted for
any amortization of premium or discount. Interest on delinquent mortgage loans
is recorded  as income  when  received.  Dividends  are  recorded as income on
ex-dividend dates.

REALIZED INVESTMENT GAINS (LOSSES)

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

DERIVATIVE FINANCIAL INSTRUMENTS

The Company's use of derivative  financial  instruments is limited to interest
rate and currency swap  agreements.  The difference  between  amounts paid and
received on swap  agreements  is recorded on an accrual basis as an adjustment
to investment  income over the periods covered by the agreements.  The related
amount  payable to or  receivable  from  counterparties  is  included in other
liabilities or other assets.

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


                                      38

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.4 INVESTMENTS (CONTINUED)

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

Any gain or loss from early  termination  of a swap  agreement is deferred and
amortized  into income over the remaining term of the related  investment.  If
the underlying investment is extinguished or sold, any related gain or loss on
swap agreements is recognized in income.

1.5 SEPARATE ACCOUNTS

Separate   accounts  are  assets  and  liabilities   associated  with  certain
contracts,  principally  annuities;  the investment  risk lies solely with the
contract holder rather than the Company. Consequently, the Company's liability
for these accounts equals the value of the account assets.  Investment income,
realized  investment  gains (losses),  and  policyholder  account deposits and
withdrawals  related to separate  accounts are excluded from the  consolidated
statements  of income and cash flows.  Assets held in  separate  accounts  are
primarily shares in mutual funds, which are carried at fair value based on the
quoted net asset value per share.

1.6 DEFERRED POLICY ACQUISITION COSTS ("DPAC")

Certain costs of writing an insurance policy,  including agents'  commissions,
underwriting and marketing expenses, are deferred and reported as DPAC.

DPAC associated with  interest-sensitive  life insurance contracts,  insurance
investment  contracts,  and  participating  life insurance  contracts,  to the
extent  recoverable  from  expected  future  gross  profits,  is deferred  and
amortized  generally in  proportion  to the present  value of expected  future
gross profits from surrender  charges and investment,  mortality,  and expense
margins.  Expected  future gross profits are adjusted to include the impact of
realized and unrealized  gains (losses) as if net unrealized  investment gains
(losses)  had been  realized  at the balance  sheet  date.  The impact of this
adjustment  is included in the net  unrealized  gains  (losses) on  securities
within  shareholders'   equity.  DPAC  associated  with  all  other  insurance
contracts, to the extent recoverable from


                                      39

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

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

future policy  revenues,  is amortized over the  premium-paying  period of the
related  contracts  using  assumptions  that are consistent with those used in
computing policy benefit reserves.

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

1.7 PREMIUM RECOGNITION

Most receipts for annuities and interest-sensitive life insurance policies are
classified  as  deposits  instead of  revenue.  Revenues  for these  contracts
consist of mortality,  expense,  and surrender  charges  assessed  against the
account  balance.  Policy  charges  that  compensate  the  Company  for future
services are deferred and recognized in income over the period  earned,  using
the same assumptions used to amortize DPAC (see Note 1.6).

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

1.8 OTHER ASSETS

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


                                      40

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1. ACCOUNTING POLICIES (CONTINUED)

1.9 DEPRECIATION

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

1.10 POLICY AND CONTRACT CLAIMS RESERVES

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

For interest-sensitive and investment contracts, reserves equal the sum of the
policy account balance and deferred revenue charges. In establishing  reserves
for limited payment and other long-duration  contracts, an estimate is made of
the cost of  future  policy  benefits  to be paid as a result of  present  and
future claims due to death, disability,  surrender of a policy, and payment of
an endowment. Reserves for traditional insurance products are determined using
the net level premium method. Based on past experience, consideration is given
to expected policyholder deaths, policy lapses,  surrenders, and terminations.
Consideration is also given to the possibility  that the Company's  experience
with policyholders will be worse than expected.  Interest  assumptions used to
compute reserves ranged from 2.5% to 13.5% at December 31, 1996.

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


                                      41

<PAGE>


                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)

1. ACCOUNTING POLICIES (CONTINUED)

1.11 REINSURANCE

The Company  limits its exposure to loss on any single insured to $1.5 million
by ceding additional risks through reinsurance  contracts with other insurers.
Ceded reinsurance  becomes a liability of the reinsurer assuming the risk. The
Company  diversifies its risk of exposure to reinsurance loss by using several
reinsurers  that have strong  claims-paying  ability  ratings.  If a reinsurer
could not meet its obligations,  the Company would reassume the liability. The
likelihood of a material reinsurance  liability being reassumed by the Company
is considered to be remote.

Benefits  paid  and  future  policy  benefits  related  to  ceded  reinsurance
contracts are recorded as reinsurance receivables.  The cost of reinsurance is
recognized  over  the  life  of  the  underlying   reinsured   policies  using
assumptions consistent with those used to account for the underlying policies.

1.12 PARTICIPATING POLICY CONTRACTS

Participating  life insurance  contracts  contain dividend payment  provisions
that entitle the policyholder to participate in the earnings of the contracts.
Participating life insurance  contracts  accounted for 2.47% and 2.48% of life
insurance in force at December 31, 1996 and 1995, respectively.  Such business
is accounted for in accordance with SFAS 120.

1.13 INCOME TAXES

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


                                      42

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


1.    ACCOUNTING POLICIES (CONTINUED)

1.13 INCOME TAXES (CONTINUED)

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

1.14 STOCK-BASED COMPENSATION

Certain officers of the Company participate in American General  Corporation's
stock and  incentive  plans  which  provide  for the  award of stock  options,
restricted  stock awards,  performance  awards,  and  incentive  awards to key
employees.  Stock  options  constitute  the majority of such  awards.  Expense
related to stock  options is measured as the excess of the market price of the
stock at the measurement date over the exercise price. The measurement date is
the  first  date on which  both the  number  of shares  that the  employee  is
entitled to receive and the exercise  price are known.  Under the stock option
plans no expense is  recognized,  since the market  price  equals the exercise
price at the measurement date.

Under an alternative  accounting  method,  compensation  expense  arising from
stock-based  compensation  plans would be measured at the estimated fair value
of the  stock-based  award at the date of grant.  Use of this method would not
have a material impact on net income.


                                      43

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS

2.1 INVESTMENT INCOME

<TABLE>
Investment income by type of investment was as follows:
<CAPTION>

                                                            1996             1995              1994
                                                     ------------------------------------------------------
                                                                        (IN THOUSANDS)
Investment income:
<S>                                                       <C>               <C>              <C>       
   Fixed maturities                                       $1,846,549        $1,759,358       $1,611,355
   Equity securities                                           1,842             6,773            5,860
   Mortgage loans on real estate                             175,833           185,022          202,399
   Investment real estate                                     22,752            16,397           15,049
   Policy loans                                               58,211            52,939           48,973
   Other long-term investments                                 2,328             1,996            1,389
   Short-term investments                                      9,280             6,234            9,753
   Investment income from affiliates                          11,502            12,570           13,632
                                                     ------------------------------------------------------
Gross investment income                                    2,128,297         2,041,289        1,908,410
Investment expenses                                           33,225            30,201           34,087
                                                     ------------------------------------------------------
Net investment income                                     $2,095,072        $2,011,088       $1,874,323
                                                     ======================================================
</TABLE>

The carrying  value of  investments  that have produced no  investment  income
during  1996  was  less  than  1%  of  total  invested  assets.  The  ultimate
disposition of these  investments is not expected to have a material effect on
the Company's results of operations and financial position.


                                      44

<PAGE>
                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.2 NET REALIZED INVESTMENT GAINS (LOSSES)

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

<TABLE>
<CAPTION>
                                                            1996             1995              1994
                                                     ------------------------------------------------------
                                                                        (IN THOUSANDS)
<S>                                                       <C>               <C>              <C>
Fixed maturities:
   Gross gains                                            $   46,498        $   38,657       $   21,780
   Gross losses                                              (47,293)          (41,022)        (116,217)
                                                     ------------------------------------------------------
Total fixed maturities                                          (795)           (2,365)         (94,437)
Equity securities                                             18,304             9,710           14,313
Other investments                                             10,993            (9,287)          18,856
                                                     ------------------------------------------------------
Net realized investment gains (losses)
   before tax                                                 28,502            (1,942)         (61,268)
Income tax expense (benefit)                                   9,976               547          (13,996)
                                                     ======================================================
Net realized investment gains (losses)
   after tax                                              $   18,526        $   (2,489)      $  (47,272)
                                                     ======================================================
</TABLE>


                                      45

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.3 FIXED MATURITY AND EQUITY SECURITIES

All fixed maturity and equity securities are classified as  available-for-sale
and  reported at fair value (see Note 1.4).  Amortized  cost and fair value at
December 31, 1996 and 1995 were as follows:

<TABLE>
<CAPTION>
                                                                 GROSS       GROSS UNREALIZED
                                           AMORTIZED COST      UNREALIZED          LOSS              FAIR
                                                                  GAIN                              VALUE
                                         ------------------------------------------------------------------------
                                                                     (IN THOUSANDS)
<S>                                        <C>                <C>               <C>             <C>
December 31, 1996 Fixed maturity securities:
   Corporate securities:
      Investment grade                     $    15,639,170    $    528,602      $     90,379    $    16,077,393
      Below investment grade                       898,187          29,384             5,999            921,572
   Mortgage-backed securities*                   7,547,616         186,743            54,543          7,679,816
   U.S. government obligations                     313,759          26,597             1,050            339,306
   Foreign governments                             313,655          13,255               248            326,662
   State and political subdivisions                 48,553           1,003               226             49,330
   Redeemable preferred stocks                       1,194             108                 -              1,302
                                         ------------------------------------------------------------------------
Total fixed maturity securities            $    24,762,134    $    785,692      $    152,445    $    25,395,381
                                         ========================================================================

Equity securities                          $        17,642    $      3,021      $        108    $        20,555
                                         ========================================================================

Investment in Parent Company               $         8,597    $     20,000      $          -    $        28,597
                                         ========================================================================
</TABLE>


                                      46
<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.3 FIXED MATURITY AND EQUITY SECURITIES (CONTINUED)
<TABLE>
<CAPTION>

                                                                 GROSS       GROSS UNREALIZED
                                           AMORTIZED COST      UNREALIZED          LOSS              FAIR
                                                                  GAIN                              VALUE
                                         ------------------------------------------------------------------------
                                                                     (IN THOUSANDS)
<S>                                        <C>                <C>                 <C>           <C>
December 31, 1995 Fixed maturity securities:
   Corporate securities:
      Investment grade                     $    13,368,369    $      929,067      $   20,649    $    14,276,787
      Below investment grade                       939,223            41,325           5,215            975,333
   Mortgage-backed securities*                   8,459,110           412,700           5,182          8,866,628
   U.S. government obligations                     245,860            43,771             116            289,515
   Foreign governments                             294,619            22,854               -            317,473
   State and political subdivisions                 38,640             1,531              20             40,151
   Redeemable preferred stocks                       3,696               263              95              3,864
                                         ------------------------------------------------------------------------
Total fixed maturity securities            $    23,349,517    $    1,451,511      $   31,277    $    24,769,751
                                         ========================================================================

Equity securities                          $        72,443    $       19,915      $       40    $        92,318
                                         ========================================================================

Investment in Parent Company               $         8,597    $       15,802      $        -    $        24,399
                                         ========================================================================

<FN>

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


                                      47

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)

2. INVESTMENTS (CONTINUED)

2.3 FIXED MATURITY AND EQUITY SECURITIES (CONTINUED)

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

<TABLE>
<CAPTION>
                                                                             1996              1995
                                                                       ------------------------------------
                                                                                  (IN THOUSANDS)
<S>                                                                      <C>              <C>
Gross unrealized gains                                                   $     808,713    $   1,487,228
Gross unrealized losses                                                       (152,553)         (31,317)
DPAC and other fair value adjustments                                         (315,117)        (687,773)
Deferred federal income taxes                                                 (121,892)        (274,544)
                                                                       ====================================
Net unrealized gains on securities                                       $     219,151    $     493,594
                                                                       ====================================
</TABLE>


The contractual  maturities of fixed maturity  securities at December 31,  1996
were as follows:

<TABLE>
<CAPTION>
                                                                           AMORTIZED             MARKET
                                                                             COST                VALUE
                                                                       ------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                      <C>              <C>
Fixed maturity securities, excluding mortgage-backed securities:
      Due in one year or less                                            $       410,953  $       414,215
      Due after one year through five years                                    3,523,441        3,649,205
      Due after five years through ten years                                   9,316,775        9,575,258
      Due after ten years                                                      3,963,349        4,076,887
Mortgage-backed securities                                                     7,547,616        7,679,816
                                                                       ====================================
Total fixed maturity securities                                          $    24,762,134  $    25,395,381
                                                                       ====================================
</TABLE>

Actual maturities may differ from contractual maturities,  since borrowers may
have  the  right  to  call  or  prepay  obligations.  In  addition,  corporate
requirements  and investment  strategies may result in the sale of investments
before  maturity.  Proceeds from sales of fixed maturities were $16.2 billion,
$7.3 billion, and $3.7 billion during 1996, 1995, and 1994, respectively.


                                      48

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)

2. INVESTMENTS (CONTINUED)

2.4 MORTGAGE LOANS ON REAL ESTATE

Diversification   of  the   geographic   location   and   type   of   property
collateralizing  mortgage loans reduces the  concentration of credit risk. For
new loans, the Company requires  loan-to-value ratios of 75% or less, based on
management's  credit  assessment of the borrower.  The mortgage loan portfolio
was distributed as follows at December 31, 1996 and 1995:

<TABLE>
<CAPTION>
                                                    OUTSTANDING      PERCENT OF TOTAL        PERCENT
                                                      AMOUNT                              NONPERFORMING
                                                 ----------------------------------------------------------
                                                   (IN MILLIONS)
<S>                                                 <C>                <C>                   <C>
December 31, 1996 Geographic distribution:
   South Atlantic                                   $  522              30.6%                 8.1%
   Pacific                                             407              23.8                  8.1
   Mid-Atlantic                                        231              13.5                    -
   East North Central                                  168               9.8                    -
   Mountain                                            153               9.0                  2.8
   West South Central                                  141               8.2                  5.3
   East South Central                                  109               6.4                    -
   West North Central                                   13               0.8                    -
   New England                                          13               0.8                    -
Allowance for losses                                   (49)             (2.9)                   -
                                                 ------------------------------------
Total                                               $1,708             100.0%                 5.0%
                                                 ====================================

Property type:
   Office                                           $  590              34.5%                   -%
   Retail                                              502              29.4                  2.5
   Industrial                                          304              17.8                  6.0
   Apartments                                          264              15.5                  8.3
   Hotel/motel                                          54               3.2                    -
   Other                                                43               2.5                 78.8
Allowance for losses                                   (49)             (2.9)                   -
                                                 ====================================
Total                                               $1,708             100.0%                 5.0%
                                                 ====================================
</TABLE>


                                    49

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.4 MORTGAGE LOANS ON REAL ESTATE (CONTINUED)

<TABLE>
<CAPTION>
                                                    OUTSTANDING      PERCENT OF TOTAL        PERCENT
                                                      AMOUNT                              NONPERFORMING
                                                 ----------------------------------------------------------
                                                   (IN MILLIONS)
<S>                                                 <C>                <C>                 <C>

December 31, 1995 Geographic distribution:
   South Atlantic                                   $  551              30.8%               7.8%
   Pacific                                             491              27.4                8.9
   Mid-Atlantic                                        220              12.3                  -
   East North Central                                  192              10.6                  -
   Mountain                                             81               4.5                5.3
   West South Central                                  189              10.6               11.4
   East South Central                                  112               6.3                  -
   West North Central                                    9               0.5                  -
   New England                                           9               0.5                  -
Allowance for losses                                   (64)             (3.5)                 -
                                                 ====================================
Total                                               $1,790             100.0%               6.1%
                                                 ====================================

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


                                      50

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.4 MORTGAGE LOANS ON REAL ESTATE (CONTINUED)

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

<TABLE>
<CAPTION>
                                                               DECEMBER 31
                                                         1996              1995
                                                   ------------------------------------
                                                              (IN MILLIONS)
<S>                                                      <C>              <C>   
Impaired loans:
   With allowance*                                       $   60           $   79
   Without allowance                                          -                4
                                                    ------------------------------------
Total impaired loans                                     $   60           $   83
                                                    ====================================

<FN>
*   Represents  gross amounts before  allowance for mortgage loan losses of $9
    million and $22 million, respectively.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                              1996             1995              1994
                                       ------------------------------------------------------
                                                          (IN MILLIONS)

<S>                                         <C>               <C>              <C>
Average investment                          $   72            $  102           $  100
Interest income earned                      $    6            $    8           $    6
Interest income - cash basis                $    6            $    8           $    3
</TABLE>


                                      51

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

2.5 INVESTMENT SUMMARY

Investments of the Company were as follows:
<TABLE>
<CAPTION>

                                                                             December 31, 1996
                                                           ------------------------------------------------------
                                                                                                  AMOUNT AT
                                                                                                WHICH SHOWN IN
                                                                                              THE BALANCE SHEET
                                                                  COST             VALUE
                                                           ------------------------------------------------------
                                                                              (IN THOUSANDS)
<S>                                                             <C>               <C>              <C>
Fixed maturities:
   Bonds:
      United States government and government
       agencies and authorities                                 $    313,759      $    339,306     $    339,306
      States, municipalities, and political
       subdivisions                                                   48,553            49,330           49,330
      Foreign governments                                            313,655           326,662          326,662
      Public utilities                                             2,014,461         2,088,615        2,088,615
      Mortgage-backed securities                                   7,547,616         7,679,816        7,679,816
      All other corporate bonds                                   14,522,896        14,910,350       14,910,350
   Redeemable preferred stocks                                         1,194             1,302            1,302
                                                           ------------------------------------------------------
Total fixed maturities                                            24,762,134        25,395,381       25,395,381
Equity securities:
   Common stocks:
      Industrial, miscellaneous, and other                             9,976            10,163           10,163
   Nonredeemable preferred stocks                                      7,666            10,392           10,392
                                                           ------------------------------------------------------
Total equity securities                                               17,642            20,555           20,555
Mortgage loans on real estate*                                     1,707,843         XXXXXXXXX        1,707,843
Investment real estate                                               145,442         XXXXXXXXX          145,442
Policy loans                                                       1,006,137         XXXXXXXXX        1,006,137
Other long-term investments                                           43,344         XXXXXXXXX           43,344
Short-term investments                                                94,882         XXXXXXXXX           94,882
                                                           ======================================================
Total investments                                               $ 27,777,424      $  XXXXXXXXX     $ 28,413,584
                                                           ======================================================
<FN>
*   Amount is net of a $49 million allowance for losses.
</FN>
</TABLE>


                                      52

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


3. DEFERRED POLICY ACQUISITION COSTS (DPAC)

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

<TABLE>
<CAPTION>
                                                            1996             1995              1994
                                                     ------------------------------------------------------
                                                                        (IN THOUSANDS)
<S>                <C>                                 <C>                 <C>            <C>
Balance at January 1                                   $   605,501         $ 1,479,115    $     481,615
   Capitalization                                          188,001             203,607          194,974
   Amortization                                           (102,189)            (68,295)         (56,662)
                                                     ======================================================
BalancegatiDecemberf31t of SFAS 115                    $ 1,042,783           ($605,501)   $   1,479,115
                                                     ======================================================
</TABLE>


4. OTHER ASSETS

Other assets consisted of the following:

<TABLE>
<CAPTION>
                                                                                   December 31
                                                                             1996              1995
                                                                       ------------------------------------
                                                                                 (IN THOUSANDS)

<S>                                                                       <C>              <C>         
Goodwill                                                                  $     55,626     $     57,795
Other                                                                           78,663           67,124
                                                                       ------------------------------------
Total other assets                                                        $    134,289     $    124,919
                                                                       ====================================
</TABLE>


                                      53

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


5. FEDERAL INCOME TAXES

5.1 TAX LIABILITIES

Income tax liabilities were as follows:

<TABLE>
<CAPTION>
                                                                                   December 31
                                                                             1996              1995
                                                                       ------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                       <C>              <C>         
Current tax (receivable) payable                                          $     (7,646)    $     10,875
Deferred tax liabilities, applicable to:
   Net income                                                                  288,115          275,119
   Net unrealized investment gains                                             121,892          274,544
                                                                       ------------------------------------
Total deferred tax liabilities                                                 410,007          549,663
                                                                       ------------------------------------
Total current and deferred tax liabilities                                $    402,361     $    560,538
                                                                       ====================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                       1996                  1995
                                                              ---------------------------------------------
                                                                             (IN THOUSANDS)
<S>                                                                <C>                   <C>
Deferred tax liabilities applicable to:
   Deferred policy acquisition costs                               $     308,802         $     163,017
   Basis differential of investments                                     254,402               534,942
   Other                                                                 130,423               117,436
                                                              ---------------------------------------------
Total deferred tax liabilities                                           693,627               815,395

Deferred tax assets applicable to:
   Policy reserves                                                      (219,677)             (227,656)
   Other                                                                 (63,943)              (38,076)
                                                              ---------------------------------------------
Total deferred tax assets before valuation
   allowance                                                            (283,620)             (265,732)
Valuation allowance                                                            -                     -
                                                              ---------------------------------------------
Total deferred tax assets, net of valuation
   allowance                                                            (283,620)             (265,732)
                                                              ---------------------------------------------
Net deferred tax liabilities                                       $     410,007         $     549,663
                                                              =============================================
</TABLE>


                                      54

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


5. FEDERAL INCOME TAXES (CONTINUED)

5.1 TAX LIABILITIES (CONTINUED)

A portion of life insurance  income earned prior to 1984 is not taxable unless
it exceeds certain statutory limitations or is distributed as dividends.  Such
income,  accumulated in policyholders' surplus accounts, totaled $93.6 million
at December 31, 1996. At current corporate rates, the maximum amount of tax on
such income is  approximately  $32.8 million.  Deferred  income taxes on these
accumulations are not required because no distributions are expected.

5.2 TAX EXPENSE

Components of income tax expense for the year were as follows:

<TABLE>
<CAPTION>
                                                            1996             1995              1994
                                                     ------------------------------------------------------
                                                                        (IN THOUSANDS)
<S>                                                     <C>               <C>              <C>
Current expense                                         $    164,272      $    153,720     $    104,145
Deferred expense (benefit):
   Deferred policy acquisition cost                           21,628            38,275           30,234
   Policy reserves                                           (27,460)          (49,177)         (42,302)
   Basis differential of investments                           4,129             3,710           23,482
   Other, net                                                 14,091            (2,581)          12,629
                                                     ------------------------------------------------------
Total deferred                                                12,388            (9,773)          24,043
                                                     ------------------------------------------------------
Income tax expense                                      $    176,660      $    143,947     $    128,188
                                                     ======================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                            1996             1995              1994
                                                     ------------------------------------------------------
                                                                        (IN THOUSANDS)
<S>                                                     <C>               <C>              <C>
Income tax at statutory percentage of GAAP pretax
   income                                               $    178,939      $    149,185     $    124,292
Tax-exempt investment income                                  (9,347)          (10,185)          (9,725)
Goodwill                                                         759               768              770
Tax on sale of subsidiary                                          -              (661)          10,722
Other                                                          6,309             4,840            2,129
                                                     ------------------------------------------------------
Income tax expense                                      $    176,660      $    143,947     $    128,188
                                                     ======================================================
</TABLE>


                                      55

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


5. FEDERAL INCOME TAXES (CONTINUED)

5.3 TAXES PAID

Income taxes paid amounted to  approximately  $182 million,  $90 million,  and
$181 million in 1996, 1995, and 1994, respectively.

5.4 TAX RETURN EXAMINATIONS

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

In April 1992,  the IRS issued  Notices of  Deficiency  for the  1977-1981 tax
years of certain insurance subsidiaries.  The basis of the dispute was the tax
treatment of modified  coinsurance  agreements.  The Parent Company elected to
pay all related assessments plus associated interest,  totaling $59 million. A
claim for  refund of tax and  interest  was  disallowed  by the IRS in January
1993.  On June 30,  1993,  a  representative  suit for refund was filed in the
United States Court of Federal Claims. On February 7, 1996, the court ruled in
favor of the Parent Company on all legal issues  related to this  contingency,
and a judgement was entered in favor of the Parent Company on July 9, 1996 for
the portion of the contingency related to the representative case. The IRS has
appealed this judgement;  however, the Parent Company intends to pursue a full
refund of the amounts  paid.  Accordingly,  no provision  has been made in the
consolidated financial statements related to this contingency.


                                      56

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


6. TRANSACTIONS WITH AFFILIATES

Affiliated notes and accounts receivable were as follows:

<TABLE>
<CAPTION>
                                                 December 31, 1996                   December 31, 1995
                                        -----------------------------------------------------------------------
                                            PAR VALUE        BOOK VALUE        PAR VALUE        BOOK VALUE
                                        -----------------------------------------------------------------------
                                                                    (IN THOUSANDS)
<S>                                        <C>               <C>              <C>               <C>
American General Corporation,
   9 3/8% due 2008                         $     4,725       $      3,239     $     4,725       $      3,197
American General Corporation,
   8 1/4%, due 2004                             19,572             19,572          22,018             22,018
American General Corporation,
   Restricted Subordinated Note,
   13 1/2%, due 2002                            33,550             33,550          35,608             35,608
                                        -----------------------------------------------------------------------
Total notes receivable from affiliates
                                                57,847             56,361          62,351             60,823
Accounts receivable from affiliates
                                                     -             30,127               -             29,841
                                        -----------------------------------------------------------------------
Indebtedness from affiliates               $    57,847       $     86,488     $    62,351       $     90,664
                                        =======================================================================
</TABLE>

Various   American  General   companies   provide  services  to  the  Company,
principally  mortgage servicing and investment advisory services.  The Company
paid approximately $22,083,000, $21,006,000, and $21,161,000 for such services
in 1996, 1995, and 1994,  respectively.  Accounts payable for such services at
December 31, 1996 and 1995 were not material.  In addition,  the Company rents
facilities and provides  services to various American General  companies.  The
Company received approximately $1,255,000, $2,086,000, and $2,486,000 for such
services and rent in 1996, 1995, and 1994,  respectively.  Accounts receivable
for rent and services at December 31, 1996 and 1995 were not material.

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

During 1996, the Company's  residential mortgage loan portfolio of $42 million
was sold to American General Finance at carrying value plus accrued interest.


                                      57

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


7. BENEFIT PLANS

7.1 PENSION PLANS

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

The components of pension expense and underlying assumptions were as follows:

<TABLE>
<CAPTION>
                                                            1996             1995              1994
                                                     ------------------------------------------------------
                                                                    (DOLLARS IN THOUSANDS)
<S>                                                    <C>               <C>               <C>
Service cost - benefits earned during period           $      1,826      $      1,346      $     1,825
Interest cost on projected benefit obligation                 2,660             2,215            2,007
Actual return on plan assets                                 (9,087)          (10,178)            (523)
Amortization of unrecognized net asset                         (261)             (888)            (900)
Amortization of unrecognized prior service cost
                                                                197               197              222
Deferral of net asset gain (loss)                             4,060             5,724           (3,586)
Amortization of gain                                             68                38              102
                                                     ------------------------------------------------------
Total pension income                                   $       (537)     $     (1,546)     $      (853)
                                                     ======================================================

Assumptions:
   Weighted-average discount rate on benefit
      obligation                                               7.50%             7.25%            8.50%
   Rate of increase in compensation levels                     4.00%             4.00%            4.00%
   Expected long-term rate of return on plan assets
                                                              10.00%            10.00%           10.00%
</TABLE>


                                      58

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


7. BENEFIT PLANS (CONTINUED)

7.1 PENSION PLANS (CONTINUED)

The funded status of the plans and the prepaid  pension  expenses  included in
other assets at December 31 were as follows:

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                             1996              1995
                                                                       ------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                       <C>              <C>
Actuarial present value of benefit obligation:
   Vested                                                                 $    27,558      $    24,972
   Nonvested                                                                    4,000            3,933
   Additional minimum liability                                                   205              323
                                                                       ------------------------------------
Accumulated benefit obligation                                                 31,763           29,228
Effect of increase in compensation levels                                       5,831            5,536
                                                                       ------------------------------------
Projected benefit obligation                                                   37,594           34,764
Plan assets at fair value                                                      65,159           56,598
                                                                       ------------------------------------
Plan assets in excess of projected benefit obligation                          27,565           21,834
Unrecognized net gain                                                         (15,881)          (9,715)
Unrecognized prior service cost                                                   274              473
Unrecognized transition asset                                                       -             (261)
                                                                       ------------------------------------
Prepaid pension expense                                                   $    11,958      $    12,331
                                                                       ====================================
</TABLE>

More than 95% of the plan assets were  invested in fixed  maturity  and equity
securities at the plan's most recent balance sheet date.

7.2 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company and its life insurance  subsidiaries,  together with certain other
insurance subsidiaries of the Parent Company, have life, medical, supplemental
major medical, and dental plans for certain retired employees and agents. Most
plans are contributory,  with retiree contributions adjusted annually to limit
employer  contributions to predetermined amounts. The Company has reserved the
right to change or eliminate these benefits at any time.


                                      59

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


7. BENEFIT PLANS (CONTINUED)

7.2 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (CONTINUED)

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

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

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                             1996              1995
                                                                       ------------------------------------
                                                                             (DOLLARS IN THOUSANDS)
<S>                                                                            <C>            <C>
Actuarial present value of benefit obligation:
   Retirees                                                                    $5,199         $  6,242
   Fully eligible active plan participants                                        251              143
   Other active plan participants                                               2,465            2,580
                                                                       ------------------------------------
Accumulated postretirement benefit obligation                                   7,915            8,965
Plan assets at fair value                                                         106              203
                                                                       ------------------------------------
Accumulated postretirement benefit obligation in excess
    of plan assets at fair value                                                7,809            8,762
Unrecognized net gain                                                            (243)          (1,855)
                                                                       ------------------------------------
Accrued postretirement benefit cost                                            $7,566         $  6,907
                                                                       ====================================

Weighted-average discount rate on postretirement benefit obligation
                                                                                 7.50%           7.25%
</TABLE>

The components of postretirement benefit expense were as follows:

<TABLE>
<CAPTION>
                                                            1996             1995              1994
                                                     ------------------------------------------------------
                                                                        (IN THOUSANDS)
<S>                                                          <C>               <C>              <C> 
Service cost - benefits earned                               $218              $171             $208
Interest cost on accumulated postretirement benefit
    obligation                                                626               638              527
                                                     ------------------------------------------------------
Postretirement benefit expense                               $844              $809             $735
                                                     ======================================================
</TABLE>


                                      60

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


7. BENEFIT PLANS (CONTINUED)

7.2 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (CONTINUED)

For  measurement  purposes,  a 9.0%  annual rate of increase in the per capita
cost of covered health care benefits was assumed in 1997; the rate was assumed
to decrease  gradually to 5.0% in 2005 and remain at that level. A 1% increase
in the  assumed  annual  rate of  increase  in per capita  cost of health care
benefits  results in a  $337,894,000  increase in  accumulated  postretirement
benefit  obligation  and a  $58,817,000  increase  in  postretirement  benefit
expense.

8. DERIVATIVE FINANCIAL INSTRUMENTS

8.1 USE OF DERIVATIVE FINANCIAL INSTRUMENTS

The  Company  is  neither  a  dealer  nor a  trader  in  derivative  financial
instruments.

Interest rate swaps are  occasionally  used to  effectively  convert  specific
investment  securities from a floating- to a fixed-rate  basis, or vice versa,
and to hedge  against  the risk of  rising  prices on  anticipated  investment
security purchases.

Currency swap  agreements are  infrequently  used to effectively  convert cash
flows from specific  investment  securities  denominated in foreign currencies
into U.S.  dollars at specified  exchange rates and to hedge against  currency
rate fluctuations on anticipated investment security purchases.

8.2 CREDIT AND MARKET RISK

The  Company  is  exposed  to credit  risk in the event of  nonperformance  by
counterparties  to swap  agreements.  The  Company  limits  this  exposure  by
entering into swap agreements with  counterparties  having high credit ratings
and regularly monitoring the ratings.


                                      61

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


8. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

8.2 CREDIT AND MARKET RISK (CONTINUED)

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

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

Derivative financial instruments related to investment securities did not have
a material effect on net investment income in 1996, 1995, or 1994.

8.3 TERMS OF DERIVATIVE FINANCIAL INSTRUMENTS

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

<TABLE>
<CAPTION>
                                                                             1996              1995
                                                                       ------------------------------------
                                                                              (DOLLARS IN MILLIONS)
<S>                                                                           <C>              <C>  
Interest rate swap agreements to pay fixed rate:
   Notional amount                                                             $60              $45
   Average receive rate                                                       6.19%            5.82%
   Average pay rate                                                           6.42%            6.41%
Interest rate swap agreements to receive fixed rate:
   Notional amount                                                             $44              $24
   Average receive rate                                                       6.84%            7.03%
   Average pay rate                                                           6.01%            6.82%
Currency swap agreements (receive U.S. dollars/pay Canadian dollars):
      Notional amount (in U.S. dollars)                                        $99              $72
      Average exchange rate                                                   1.57             1.62
</TABLE>

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


                                      62

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


9. FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS 107,  DISCLOSURES  ABOUT FAIR VALUE OF  FINANCIAL  INSTRUMENTS,  requires
disclosure of the fair value of financial instruments.  This standard excludes
certain  financial  instruments and all  nonfinancial  instruments,  including
policyholder  liabilities,  from its disclosure  requirements.  Care should be
exercised  in  drawing  conclusions  based on fair  value,  since (1) the fair
values presented do not include the value associated with all of the Company's
assets and  liabilities  and (2) the  reporting of  investments  at fair value
without a corresponding revaluation of related policyholder liabilities can be
misinterpreted.

Carrying  amounts and fair values for those financial  instruments  covered by
SFAS 107 at December 31, 1996 are presented below:

<TABLE>
<CAPTION>
                                                                             FAIR            CARRYING
                                                                             VALUE            AMOUNT
                                                                       ------------------------------------
                                                                                  (IN MILLIONS)
<S>                                                                       <C>              <C>
Assets:
   Fixed maturity and equity securities *                                 $    25,416      $    25,416
   Mortgage loans on real estate                                          $     1,716      $     1,708
   Policy loans                                                           $     1,012      $     1,006
   Investment in parent company                                           $        29      $        29
   Indebtedness from affiliates                                           $        86      $        86
Liabilities:
   Insurance investment contracts                                         $    22,025      $    23,416

<FN>

*   Includes  derivative  financial  instruments  with  negative fair value of
    $10.8  million and $3.6 million and positive fair value of $.6 million and
    $1.1 million at December 31, 1996 and 1995, respectively.
</FN>
</TABLE>


                                      63

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


9. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

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

         FIXED MATURITY AND EQUITY SECURITIES

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

         MORTGAGE LOANS ON REAL ESTATE

         Fair value of mortgage loans was estimated primarily using discounted
         cash flows based on contractual maturities and risk-adjusted discount
         rates.

         POLICY LOANS

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

         INVESTMENT IN PARENT COMPANY

         The fair value of the investment in Parent Company is based on quoted
         market prices of American General Corporation common stock.

         INSURANCE INVESTMENT CONTRACTS

         Insurance   investment  contracts  do  not  subject  the  Company  to
         significant risks arising from  policyholder  mortality or morbidity.
         The  majority  of  the  Company's  annuity  products  are  considered
         insurance  investment  contracts.  Fair value of insurance investment
         contracts  was  estimated  using  cash  flows  discounted  at  market
         interest rates.


                                      64

<PAGE>

9. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

         INDEBTEDNESS FROM AFFILIATES

         Indebtedness  from affiliates is composed of accounts  receivable and
         notes  receivable from  affiliates.  Due to the short-term  nature of
         accounts  receivable,  fair value is assumed to equal carrying value.
         Fair value of notes  receivable was estimated  using  discounted cash
         flows based on  contractual  maturities  and discount rates that were
         based on U.S. Treasury rates for similar maturity ranges.

10. DIVIDENDS PAID

American General Life Insurance Company paid $189 million,  $207 million,  and
$240 million in dividends  on common  stock to AGC Life  Insurance  Company in
1996, 1995 and 1994,  respectively.  The 1995 dividends included $701 thousand
in the form of furniture and equipment. In addition, in 1996, the Company paid
$680 thousand in dividends on preferred stock to Franklin.

11. RESTRICTIONS, COMMITMENTS, AND CONTINGENCIES

The Company and its insurance  subsidiaries  are restricted by state insurance
laws as to the amounts they may pay as dividends  without prior  approval from
their   respective   state  insurance   departments.   At  December 31,  1996,
approximately $2.4 billion of consolidated shareholders' equity represents net
assets of the Company which cannot be  transferred,  in the form of dividends,
loans,  or  advances  to the Parent  Company.  Approximately  $1.7  billion of
consolidated  shareholders' equity is similarly restricted as to transfer from
its subsidiaries to the Company.

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

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


                                      65

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


11. RESTRICTIONS, COMMITMENTS, AND CONTINGENCIES (CONTINUED)

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

The  Company is a defendant  in lawsuits  filed as  purported  class  actions,
asserting  claims  related  to  sales  practices  of  certain  life  insurance
products.  Because  these cases are in the early stages of  litigation,  it is
premature  to  address  their  materiality.  The  claims  are  being  defended
vigorously by the Company.

The increase in the number of insurance  companies  that are under  regulatory
supervision has resulted,  and is expected to continue to result, in increased
assessments  by state  guaranty  funds to cover  losses  to  policyholders  of
insolvent or rehabilitated  insurance companies.  Those mandatory  assessments
may be  partially  recovered  through a reduction in future  premium  taxes in
certain  states.  At December 31, 1996 and 1995, the Company has accrued $16.1
million and $21.3 million, respectively, for guaranty fund assessments, net of
$4.1 million and $4.3 million,  respectively,  of premium tax deductions.  The
Company has recorded receivables of $10.9 million and $7.4 million at December
31, 1996 and 1995,  respectively,  for expected recoveries against the payment
of future premium taxes.  Expenses incurred for guaranty fund assessments were
$6.0  million,  $22.4  million,  and $8.7  million  in 1996,  1995,  and 1994,
respectively.


                                      66

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


12. REINSURANCE

Reinsurance transactions for the years ended December 31,  1996, 1995, and 1994
were as follows:

<TABLE>
<CAPTION>
                                                                                                             PERCENTAGE
                                                       CEDED TO OTHER    ASSUMED FROM                         OF AMOUNT
                                      GROSS AMOUNT       COMPANIES      OTHER COMPANIES     NET AMOUNT      ASSUMED TO NET
                                    ----------------------------------------------------------------------------------------
                                                                (IN THOUSANDS)
<S>                                   <C>              <C>                  <C>           <C>                     <C>
December 31, 1996
Life insurance in force               $    44,535,841  $   8,625,465        $   5,081     $    35,915,457         .01%
                                    =======================================================================
Premiums:
   Life insurance and annuities
                                      $       104,225  $      34,451        $      36     $        69,810         .05%
   Accident and health insurance
                                                1,426             64                -               1,362         .00%
                                    -----------------------------------------------------------------------
Total premiums                        $       105,651  $      34,515        $      36     $        71,172         .05%
                                    =======================================================================

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

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


                                      67

<PAGE>

                    American General Life Insurance Company

            Notes to Consolidated Financial Statements (continued)


12. REINSURANCE (CONTINUED)

Reinsurance   recoverable  on  paid  losses  was   approximately   $6,904,000,
$6,190,000 and $3,671,000 at December 31, 1996, 1995, and 1994,  respectively.
Reinsurance  recoverable  on  unpaid  losses  was  approximately   $4,282,000,
$2,775,000, and $5,371,000 at December 31, 1996, 1995, and 1994, respectively.

13.   ACQUISITIONS

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


                                      68

                                    PART C

                               OTHER INFORMATION

ITEM 24.   FINANCIAL STATEMENTS AND EXHIBITS

               (a)  Financial Statements

                     PART A: None

                     PART B:

                     (1)  Financial   Statements  of  American   General  Life
                          Insurance Company Separate Account D:
                     Report of Ernst & Young LLP, Independent Auditors
                     Statement of Net Assets as of December 31, 1996 Statement
                       of Operations for the year ended December 31, 1996
                     Statements of Changes in Net Assets for the years ended
                       December 31, 1996 and 1995
                     Notes to Financial Statements

                     (2)  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 Statements of Income 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

                     PART C: None

<TABLE>
               (b) Exhibits

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

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

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


                                      C-1

<PAGE>

 2            None

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

   
     (ii)     Master  Marketing  and  Distribution   Agreement  by  and  among
              American  General  Life  Insurance  Company,   American  General
              Securities   Incorporated,   and  Van  Kampen  American  Capital
              Distributors, Inc. (15)
    

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

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

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

     (iv)     Form of Selling Group  Agreement by and among  American  General
              Life   Insurance    Company,    American   General    Securities
              Incorporated, and Van Kampen American Capital Distributors, Inc.
              (1)2

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

   
        (B)   Participation  Agreement  by and  among  American  General  Life
              Insurance Company, American General Securities Incorporated, Van
              Kampen  American  Capital  Life  Investment  Trust,  Van  Kampen
              American Capital Asset Management, Inc., and Van Kampen American
              Capital Distributors, Inc.(15)
    

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

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

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

   
     (v)      Participation  Agreement  by and  among  American  General  Life
              Insurance Company,  Morgan Stanley Universal Funds, Inc., Morgan
              Stanley Asset  Management,  Inc. and Miller  Anderson & Sherrerd
              LLP.(15)
    

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


                                      C-2

<PAGE>
 4(a)       Specimen form of Combination  Fixed and Variable  Annuity Contract
            (Form No. 91010). (2)

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

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

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

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

  (e)(i)(A) Specimen  form  of  Individual   Retirement   Annuity   Disclosure
            Statement available under Contract Form Nos. 93020 and 93021. (9)

        (B) Specimen  form  of  Individual   Retirement   Annuity   Disclosure
            Statement available under Contract Form Nos. 95020 and 95021. (8)

        (C) Specimen  form  of  Individual   Retirement   Annuity   Disclosure
            Statement  and  additional   specialized   forms  available  under
            Contract Form Nos. 95020 Rev 896 and 95021 Rev 896. (10)

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

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

  (f)(i)    Specimen form of Combination  Fixed and Variable  Annuity Contract
            (Form No. 93020). (7)

     (ii)   Specimen form of Combination  Fixed and Variable  Annuity Contract
            (Form No. 93021). (7)

     (iii)  Specimen form of pages for Contract  Forms 93020 and 93021,  filed
            in the following states:  California,  Minnesota,  North Carolina,
            North Dakota, Oklahoma. (7)

  (g)(i)    Specimen form of Combination  Fixed and Variable  Annuity Contract
            (Form No. 95020 Rev 896). (12)

     (ii)   Specimen form of Combination  Fixed and Variable  Annuity contract
            (Form No. 95021 Rev 896). (12)

     (iii)  Specimen form of pages for Contract  Forms 95020 Rev 896 and 95021
            Rev 896, filed in the following states: California, Idaho, Kansas,
            Massachusetts,  Minnesota, North Carolina, North Dakota, Oklahoma,
            Pennsylvania, South Carolina, Texas, Utah, and West Virginia. (12)

     (iv)   Specimen  form of Waiver of Surrender  Charges  Rider for Contract
            Form Nos. 95020 Rev 896 and 95021 Rev 896. (12)


                                      C-3

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

     (ii)     Specimen form of  Application  for Contract Form Nos.  95020 Rev
              896 and 95021 Rev 896.(14)

   
     (iii)    Specimen  form of  Application  (amended) for Contract Form Nos.
              95020 Rev 896 and 95021 Rev 896.(15)
    

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

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

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

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

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

     (iv)     Specimen  form  of  Generations   Service   Request,   including
              telephone transfer authorization.(14)

   
     (v)      Specimen  form  of  Generations   Service   Request   (amended),
              including telephone transfer aut orization.(15)
    

     (vi)     Specimen form of Annuity  Ticket Order under  Contract Form Nos.
              95020 Rev 896 and 95021 Rev 896.(14)

   
     (vii)    Specimen form of Annuity Order Ticket  (amended)  under Contract
              Form Nos. 95020 Rev 896 and 95021 Rev 896.(15)
    

     (viii)   Specimen form of confirmation of initial  purchase payment under
              Contract Form Nos. 95020 Rev 896 and 95021 Rev 896.(14)

     (ix)     Specimen  form of Special  Request for  Surrender  Charge Waiver
              under Contract Form Nos. 95020 Rev 896 and 95021 Rev 896.(14)

 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            None


                                      C-4

<PAGE>

 9(a)         Opinion and  consent of Counsel  with  respect to contract  Form
              Nos. 91010, 93020 and 93021.(4)

   
  (b)         Opinion and Consent of Counsel  with  respecct to Contract  Form
              Nos. 95020 Rev 896 and 95021 Rev 896.(15)
    

10            Consent of Independent Auditors.

11            None

12            None

13(a)(i)      Computations  of standa dized  average  annual total returns for
              each Division available under Contract Form Nos. 93020 and 93021
              for the one and five year periods ended  December 31, 1995,  and
              since inception.(6)

     (ii)     Computations of non-standardized total returns for each Division
              available  under  Contract Form Nos. 93020 and 93021 for the one
              and five  year  periods  ended  December  31,  1995,  and  since
              inception.(6)

     (iii)    Computations of  non-standardized  cumulative  total returns for
              each Division available under Contract Form Nos. 93020 and 93021
              for the one and five year periods ended  December 31, 1995,  and
              since inception.(6)

     (iv)     Computations of 30 day yield for the Domestic  Income  Division,
              the  Government  Division,  and the Multiple  Strategy  Division
              available  under  Contract Form Nos. 93020 and 93021 for the one
              month period ended December 31, 1993.(5)

     (v)      Computations  of seven  day yield  and  effective  yield for the
              Money Market  Division  available under Contract Form Nos. 93020
              and 93021 for the seven day period ended December 31, 1993.(5)

  (b)(i)(A)   Computations of  hypothetical  historical  standardized  average
              annual  total  returns  for  the  Emerging  Growth,  Enterprise,
              Domestic  Income,   Government,   and  Money  Market  Divisions,
              available  under  Contract Form Nos. 95020 Rev 896 and 95021 Rev
              896 for the one and five year periods  ended  December  31,1995,
              and since inception.(14)

   
        (B)   Computation  of  hypothetical  historical  standardized  average
              annual total  returns for the Real Estate  Securities  Division,
              available  under  Contract Form Nos. 95020 Rev 896 and 95021 Rev
              896 for the one a d five year periods  ended  December 31, 1996,
              and since inception.(15)
    

     (ii)(A)  Computations of hypothetical  historical  non-standardized total
              returns for the Emerging  Growth,  Enterprise,  Domestic Income,
              Government, and Money Market Divisions, available under Contract
              Form  Nos.  95020 Rev 896 and 95021 Rev 896 for the one and five
              year periods ended December 31,1995, and since inception.(14)


                                      C-5

<PAGE>

   
          (B) Computation of hypothetical  historical  non-standardized  total
              returns for the Real Estate Securities Division, available under
              Contract  Form Nos.  95020 Rev 896 and 95021 Rev 896 for the one
              and five  year  periods  ended  December  31,  1996,  and  since
              inception.(15)
    

     (iii)(A) Computations   of   hypothetical   historical   non-standardized
              cumulative  tota  returns for the Emerging  Growth,  Enterprise,
              Domestic  Income,   Government,   and  Money  Market  Divisions,
              available  under  Contract Form Nos. 95020 Rev 896 and 95021 Rev
              896 for the one and five year periods  ended  December  31,1995,
              and since inception.(14)

   
          (B) Computation   of   hypothetical   historical    non-standardized
              cumulative   total  returns  for  the  Real  Estate  Secur  ties
              Division,  available  under Contract Form Nos. 95020 Rev 896 and
              95021 Rev 896 for the one and five year periods  ended  December
              31,1996, and since inception.(15)
    

     (iv)     Computations  of  hypothetical  historical  30 day yield for the
              Domestic Income Division and the Government Division,  available
              under Contract Form Nos. 95020 Rev 896 and 95021 Rev 896 for the
              one month period ended December 31, 1995.(14)

     (v)      Computations  of  hypothetical  historical  seven  day yield and
              effective yield for the Money Market  Division,  available under
              Contract Form Nos. 95020 Rev 896 and 95021 Rev 896 for the seven
              day period ended December 31, 1995.(14)

14            A  Financial  Data  Schedule  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 the  following  persons  in their
              capacities  as  directors  and,  where  applicable,  officers of
              American General Life Insurance Company: Messrs. Devlin, Rashid,
              Reddick and Luther.(2)

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

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

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

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

  (f)         Power of Attorney with respect to  Registration  Statements  and
              Amendments thereto

                                      C-6


<PAGE>

              signed by George W.  Bentham in his  capacity  as a director  or
              officer of American General Life Insurance Company.(7)

  (g)         Power of Attorney with respect to  Registration  Statements  and
              Amendments  thereto  signed by the  following  persons  in their
              capacities  as  directors  and,  where  applicable,  officers of
              American  General  Life  Insurance  Company : Messrs.  Atnip and
              Newton.(11)

  (h)         Power of Attorney with respect to  Registration  Statements  and
              Amendments thereto signed by Rodney O. Martin, Jr. and Robert F.
              Herbert, Jr.(12)

   
  (i)         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.(15)
    

16            Amended Statement of Exemptive Relief Relied Upon.(12)

17            Representation  Regarding  Reasonableness  of Fees  and  Charges
              Deducted Under the Contracts, under Contract Form Nos. 95020 Rev
              896 and 95021 Rev 896.14  Exhibit 17 has been  superseded  by an
              undertaking that appears in item 32 hereof.

27            Financial Data Schedule.

<FN>
(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)  Previously  filed in the initial  filing of this  Registration  Statement
     (File No.  33-43390)  on October 16, 1991.  (At least one  Post-Effective
     Amendment filed subsequently  inadvertently referred to Form No. 91010 as
     93010.)

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

(4)  Previously filed in  Post-Effective  Amendment No. 1 to this Registration
     Statement  (File No.  33-43390),  filed on April 30, 1992.  (At least one
     Post-Effective  Amendment filed  subsequently  inadvertently  referred to
     Form No. 91010 as 93010.)

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

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

(7)  Previously filed in  Post-Effective  Amendment No. 5 to this Registration
     Statement (File No. 33-43390), filed on December 27, 1995.

(8)  Included in Part A of Post-Effective Amendment No. 6 to this Registration
     Statement (File No. 33-43390), filed on March 14, 1996.

(9)  Included in Part A of Post-Effective Amendment No. 7 to this Registration
     Statement (File No. 33-43390), filed on April 30, 1996.

(10) Included in Part A of this Amendment.

(11) Previously filed in  Post-Effective  Amendment No. 7 to this Registration
     Statement (File No. 33-43390), filed on April 30, 1996.


                                      C-7

<PAGE>

(12) Previously filed in preliminary form in Post-Effective Amendment No. 9 to
     this  Registration  Statement  (File No.  33-43390),  filed on August 16,
     1996.  These exhibits have not been filed in definitive  form in reliance
     on Rule 483(d)(3) under the Securities Act of 1933.

(13) Previously filed in preliminary form in  Post-Effective  Amendment No. 10
     to this Registration Statement (File No. 33-43390),  filed on November 1,
     1996.  This exhibit has not been filed in definitive  form in reliance on
     Rule 483(d)(3) under the Securities Act of 1933.

(14) Previously filed in Post-Effective  Amendment No. 10 to this Registration
     Statement (File No. 33-43390), filed on November 1, 1996.

   
(15) Previously filed in Post-Effective  Amendment No. 12 to this Registration
     Statement (File No. 33-43390), filed on April 30, 1997.
    
</TABLE>

ITEM 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR

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

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

Michael G. Atnip                                              Director
2929 Allen Parkway
Houston, TX 77019

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

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

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


                                      C-8

<PAGE>

                                  SIGNATURES

     As required by the Securities Act of 1933 and the Investment  Company Act
of 1940, the  Registrant,  American  General Life Insurance  Company  Separate
Account D,  certifies  that it meets the  requirements  of Securities Act Rule
485(a), for effectiveness of this Amendment to the Registration  Statement and
has duly caused this Amendment to the  Registration  Statement to be signed on
its  behalf,  in the City of  Houston,  and State of Texas on this 21st day of
May, 1997.

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

By: /s/ROBERT F. HERBERT, JR.                By:/s/ROBERT F. HERBERT, JR
    -------------------------------             -------------------------------
     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  Amendment  to the
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 Officer         May 21, 1997
 -------------------------- 
 (Rodney O. Martin, Jr.)

 ROBERT F. HERBERT, JR.*             Principal Financial and           May 21, 1997
 --------------------------           Accounting Officer
 (Robert F. Herbert, Jr.)
</TABLE>


<TABLE>
   Directors
 -------------
                                     Directors
                                    -----------

<S>                                                       <C>

 ROBERT M. DEVLIN*                                        JOHN V. LaGRASSE*
 --------------------------                               -------------------------
 (Robert M. Devlin)                                       (John V. LaGrasse)

 MICHAEL G. ATNIP*                                        RODNEY O. MARTIN, JR.*
 --------------------------                               -------------------------
(Michael G. Atnip)                                        (Rodney O. Martin, Jr.)

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

 ROBERT F. HERBERT, JR.*                                  PETER V. TUTERS*
 --------------------------                               -------------------------
 (Robert F. Herbert, Jr.)                                 (Peter V. Tuters)

 /s/ Steven A. Glover
 --------------------------------------
 *By Steven A. Glover, Attorney-in-Fact                   May 21, 1997
</TABLE>


<PAGE>

                                 EXHIBIT INDEX


10   Consent of Independent Auditors.

27   Financial Data Schedule.


                                                                    EXHIBIT 10

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


                        CONSENT OF INDEPENDENT AUDITORS


We consent to the  reference  made to our firm under the caption  "Independent
Auditors" and to the use of our reports dated January 31, 1997, as to American
General Life Insurance  Company  Separate Account D, and March 20, 1997, as to
American General Life Insurance Company, in Post-Effective Amendment No. 13 to
the  Registration  Statement (Form N-4 No.  33-43390) of American General Life
Insurance Company Separate Account D.


                                                    /s/ERNST & YOUNG LLP
                                                    --------------------
                                                    ERNST & YOUNG LLP


Houston, Texas
May 19, 1997



<TABLE> <S> <C>

       

<ARTICLE> 6
<CIK> 0000089031
<NAME> AMERICAN GENERAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT D
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      486,138,885
<INVESTMENTS-AT-VALUE>                     541,986,780
<RECEIVABLES>                                   (3,227)
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             541,983,553
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               541,983,553
<DIVIDEND-INCOME>                           15,231,338
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               7,354,572
<NET-INVESTMENT-INCOME>                      7,876,766
<REALIZED-GAINS-CURRENT>                    31,149,171
<APPREC-INCREASE-CURRENT>                    4,104,554
<NET-CHANGE-FROM-OPS>                       43,130,491
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      76,995,780
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


        


</TABLE>


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