AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
485BPOS, 1997-04-25
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<PAGE>
 
                                                       REGISTRATION NO. 33-60442
                                                                        --------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
                                    FORM N-4

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  [X]
                                    and/or
      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
                        (Check appropriate box or boxes)

              AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
                          c(Exact Name of Registrant)

                        POST-EFFECTIVE AMENDMENT NO. 7     

                      AMERICAN NATIONAL INSURANCE COMPANY
                           (Exact Name of Depositor)
                                ONE MOODY PLAZA
                            GALVESTON, TEXAS  77550
              (Address of Depositor's Principal Executive Offices)
                                 (409) 763-4661
              (Depositor's Telephone Number, including Area Code)

     REX HEMME                                         JERRY L. ADAMS
VICE PRESIDENT, ACTUARY                          GREER, HERZ & ADAMS, L.L.P.
  AMERICAN NATIONAL           WITH COPY TO:            ONE MOODY PLAZA
  INSURANCE COMPANY                                GALVESTON, TEXAS 77550
   ONE MOODY PLAZA
GALVESTON, TEXAS  77550

                    (Name and Address of Agent for Service)
- -------------------------------------------------------------------------------
   
Declaration Required by Rule 24f-2(a)(1): An indefinite number of securities of
the Registrant has been registered under the Securities Act of 1933 pursuant to
Rule 24f-2 under the Investment Company Act of 1940.  Notice required by Rule
24f-2(b)(1) has been filed in the Office of the Securities and Exchange
Commission on February 27, 1997 for the Registrant's fiscal year ending 
December 31, 1996.     
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective (check appropriate box):
[ ]     immediately upon filing pursuant to paragraph (b) of Rule 485
    
[X]     on APRIL 30, 1997 pursuant to paragraph (b) of Rule 485     
[ ]     60 days after filing pursuant to paragraph (a)(i) of Rule

                                       1
<PAGE>
 
        485
[ ]     on (date) pursuant to paragraph (a)(i) of Rule 485
[ ]     75 days after filing pursuant to paragraph (a)(ii) of rule 485
[ ]     on (date) pursuant to paragraph (a)(ii) of rule 485

If appropriate, check the following box:
[ ]  this post-effective amendment designates a new effective date for a
     previously filed post-effective amendment

                                       2
<PAGE>
 
              AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT

                             CROSS REFERENCE SHEETS
                             ----------------------

     Cross reference sheet pursuant to Rule 495(a) of the
Securities Act of 1933 showing location in the prospectuses and statement of
additional information of items required by  the Form N-4.

     Location in the individual variable annuity prospectus of items required by
the Form N-4.

PART A ITEM                                           CAPTION IN PROSPECTUS
- ----------                                            ---------------------  

1.   Cover Page

     (a)(i)                                           Cover Page

     (a)(ii)                                          Cover Page

     (a)(iii)                                         Cover Page

     (a)(iv)                                          Not Applicable

     (a)(v)(A)                                        Cover Page

     (a)(v)(B)                                        Cover Page

     (a)(v)(C)                                        Cover Page

     (a)(vi)                                          Cover Page

     (a)(vii)                                         Cover Page

     (a)(viii)                                        Cover Page

     (a)(ix)                                          Not Applicable

     (b)                                              Not Applicable

2.   Definitions                                      GLOSSARY OF TERMS

3.   Synopsis

     (a)                                              SUMMARY OF EXPENSES - 
                                                      Expenses during the 
                                                      Accumulation Period

                                       i
<PAGE>
 
     (b)                                              SUMMARY OF THE CONTRACTS

     (c)                                              SUMMARY OF THE CONTRACTS

     (d)                                              Not Applicable

4.   Condensed Financial Information

     (a)                                              ACCUMULATION UNIT VALUES;
                                                      FINANCIAL STATEMENTS

     (b)                                              PERFORMANCE

     (c)                                              FINANCIAL STATEMENTS

5.   General Description of Registrant, Depositor, and Portfolio Companies

     (a)(i)                                           AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT -
                                                      American National 
                                                      Insurance Company

     (a)(ii)                                          AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT -
                                                      American National 
                                                      Insurance Company

     (a)(iii)                                         AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE 
                                                      SEPARATE ACCOUNT -
                                                      American National 
                                                      Insurance Company

     (b)(i)                                           AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE 
                                                      SEPARATE ACCOUNT - The
                                                      Separate Account

     (b)(ii)(A)                                       AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE 
                                                      SEPARATE ACCOUNT -
                                                      The Separate Account

     (b)(ii)(B)                                       AMERICAN NATIONAL

                                       ii
<PAGE>
 
                                                      INSURANCE COMPANY AND THE 
                                                      SEPARATE ACCOUNT - The 
                                                      Separate Account

     (b)(ii)(C)                                       AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE 
                                                      SEPARATE ACCOUNT -
                                                      The Separate Account

     (b)(iii)                                         AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE 
                                                      SEPARATE ACCOUNT - The
                                                      Separate Account

     (c)(i)                                           Cover Page; AMERICAN 
                                                      NATIONAL INSURANCE 
                                                      COMPANY AND THE SEPARATE
                                                      ACCOUNT - The American 
                                                      National Fund; AMERICAN 
                                                      NATIONAL INSURANCE 
                                                      COMPANY AND THE SEPARATE 
                                                      ACCOUNT - The Fidelity 
                                                      Funds

     (c)(ii)                                          AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE 
                                                      SEPARATE ACCOUNT - The
                                                      American National Fund; 
                                                      AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE 
                                                      SEPARATE ACCOUNT - The 
                                                      Fidelity Funds

     (c)(iii)                                         AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE 
                                                      SEPARATE ACCOUNT - The
                                                      American National Fund; 
                                                      AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE 
                                                      SEPARATE ACCOUNT - The 
                                                      Fidelity Funds

     (d)                                              Cover Page; AMERICAN 
                                                      NATIONAL INSURANCE 
                                                      COMPANY AND THE SEPARATE
                                                      ACCOUNT - The American 
                                                      National Fund; AMERICAN 
                                                      NATIONAL INSURANCE

                                      iii
<PAGE>
 
                                                      COMPANY AND THE SEPARATE 
                                                      ACCOUNT - The Fidelity 
                                                      Funds

     (e)                                              VOTING RIGHTS

     (f)                                              DISTRIBUTOR OF THE 
                                                      CONTRACTS

6.   Deductions

     (a)                                              SUMMARY OF EXPENSES -
                                                      Expenses During the 
                                                      Accumulation Period; 
                                                      AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT - The   
                                                      American National Fund;  
                                                      AMERICAN NATIONAL        
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT - The   
                                                      Fidelity Funds; CHARGES  
                                                      AND DEDUCTIONS DURING THE
                                                      ACCUMULATION PERIOD      

     (b)                                              SUMMARY OF EXPENSES -
                                                      Expenses During the
                                                      Accumulation Period;     
                                                      CHARGES AND DEDUCTIONS   
                                                      DURING THE ACCUMULATION  
                                                      PERIOD                    

     (c)                                              CHARGES AND DEDUCTIONS 
                                                      DURING THE ACCUMULATION 
                                                      PERIOD - Exceptions to   
                                                      Charges                   

     (d)                                              DISTRIBUTOR OF THE 
                                                      CONTRACTS

     (e)                                              SUMMARY OF EXPENSES

     (f)                                              SUMMARY OF EXPENSES

7.   General Description of Variable Annuity Contracts

     (a)                                              DISTRIBUTIONS UNDER THE 
                                                      CONTRACT - Accumulation

                                       iv
<PAGE>
 
                                                      Period - Full and Partial
                                                      Surrenders; DISTRIBUTIONS
                                                      UNDER THE CONTRACT -     
                                                      Accumulation Period -    
                                                      Policy Loans;            
                                                      DISTRIBUTIONS UNDER THE  
                                                      CONTRACT - Accumulation  
                                                      Period - Death Benefit   
                                                      During Accumulation      
                                                      Period; ANNUITY PERIOD   

     (b)(i)                                           CONTRACTS - Contract 
                                                      Application and Purchase 
                                                      Payments; CONTRACTS -    
                                                      Allocation of Purchase   
                                                      Payments                 

     (b)(ii)                                          CONTRACTS - Contract 
                                                      Application and Purchase
                                                      Payments; CONTRACTS -   
                                                      Allocation of Purchase  
                                                      Payments                
 
     (b)(iii)                                         Not Applicable

     (c)(i)                                           AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT -        
                                                      Addition, Deletion or     
                                                      Substitution of           
                                                      Investments; CONTRACTS -  
                                                      Purpose of the Contracts 

     (c)(ii)                                          AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT -       
                                                      Addition, Deletion or    
                                                      Substitution of          
                                                      Investments; CONTRACTS - 
                                                      Purpose of the Contracts 

     (c)(iii)                                         AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT -        
                                                      Addition, Deletion or     
                                                      Substitution of I         
                                                      nvestments; CONTRACTS -   
                                                      Purpose of the Contracts 

                                       v
<PAGE>
 
     (d)                                              CONTRACTS - Contractowner
                                                      Inquiries

8.   Annuity Period

     (a)                                              ANNUITY PERIOD - Annuity 
                                                      Provisions

     (b)                                              ANNUITY PERIOD - Election
                                                      of Annuity Date and Form
                                                      of Annuity

     (c)                                              ANNUITY PERIOD - Annuity 
                                                      Options

     (d)                                              ANNUITY PERIOD - Value of 
                                                      Variable Annuity    
                                                      Payments: Assumed 
                                                      Investment Rates   

     (e)                                              CONTRACTS - Contract 
                                                      Application and Purchase 
                                                      Payments; ANNUITY PERIOD  
                                                      - Annuity Options        

     (f)                                              ANNUITY PERIOD - Election 
                                                      of Annuity Date and Form
                                                      of Annuity; ANNUITY      
                                                      PERIOD - Annuity Options  


9.   Death Benefit

     (a)                                              DISTRIBUTIONS UNDER THE 
                                                      CONTRACT - Death Benefit
                                                      During Accumulation      
                                                      Period; ANNUITY PERIOD - 
                                                      Annuity Options           

     (b)                                              DISTRIBUTIONS UNDER THE 
                                                      CONTRACT - Death Benefit 
                                                      During Accumulation       
                                                      Period; ANNUITY PERIOD -  
                                                      Annuity Options          

10.  Purchases and Contract Value

                                       vi
<PAGE>
 
     (a)(i)                                           CONTRACTS - Contract 
                                                      Application and Purchase 
                                                      Payments

     (a)(ii)                                          CONTRACTS - Contract 
                                                      Application and Purchase 
                                                      Payments; CONTRACTS -    
                                                      Allocation of Purchase   
                                                      Payments                  

     (a)(iii)(A)                                      CONTRACTS - Crediting of 
                                                      Accumulation Units

     (a)(iii)(B)                                      CONTRACTS - Determining 
                                                      the Accumulation Unit 
                                                      Values

     (a)(iii)(C)                                      CONTRACTS - Crediting of 
                                                      Accumulation Units; 
                                                      CONTRACTS - Determining   
                                                      the Accumulation Unit   
                                                      Values                   

     (b)                                              CONTRACTS - Determining 
                                                      the Accumulation Unit 
                                                      Values

     (c)                                              CONTRACTS - Crediting of 
                                                      Accumulation Units; 
                                                      CONTRACTS - Determining  
                                                      the Accumulation Unit    
                                                      Values                    

     (d)                                              DISTRIBUTOR OF THE 
                                                      CONTRACTS



11.  Redemptions

     (a)                                              DISTRIBUTIONS UNDER THE 
                                                      CONTRACT - Accumulation  
                                                      Period - Full and Partial 
                                                      Surrenders; ANNUITY       
                                                      PERIOD                   

     (b)                                              Not Applicable

                                      vii
<PAGE>
 
     (c)                                              Not Applicable

     (d)                                              DISTRIBUTIONS UNDER THE 
                                                      CONTRACT - Accumulation  
                                                      Period - Full and Partial
                                                      Surrenders; DISTRIBUTIONS
                                                      UNDER THE CONTRACT -     
                                                      Accumulation Period -    
                                                      Policy Loans; ANNUITY    
                                                      PERIOD - Election of     
                                                      Annuity Date and Form of 
                                                      Annuity                  

     (e)                                              CONTRACTS - Contract 
                                                      Application and Purchase 
                                                      Payments

12.  Taxes

     (a)                                              FEDERAL TAX MATTERS

     (b)                                              FEDERAL TAX MATTERS -
                                                      Qualified Contracts

     (c)                                              Not Applicable

13.  Legal Proceedings                                LEGAL PROCEEDINGS

14.  Table of Contents of the Statement of Additional Information

                                                      TABLE OF CONTENTS OF THE 
                                                      STATEMENT OF ADDITIONAL 
                                                      INFORMATION

     Location in the group unallocated variable annuity prospectus of
information required by Items of Form N-4.

PART A ITEM                                           CAPTION IN PROSPECTUS
- ----------                                            ---------------------  

1.   Cover Page

     (a)(i)                                           Cover Page

     (a)(ii)                                          Cover Page

     (a)(iii)                                         Cover Page

     (a)(iv)                                          Not Applicable

                                      viii
<PAGE>
 
     (a)(v)(A)                                        Cover Page

     (a)(v)(B)                                        Cover Page

     (a)(v)(C)                                        Cover Page

     (a)(vi)                                          Cover Page

     (a)(vii)                                         Cover Page

     (a)(viii)                                        Cover Page

     (a)(ix)                                          Not Applicable

     (b)                                              Not Applicable

2.   Definitions                                      GLOSSARY OF TERMS

3.   Synopsis

     (a)                                              SUMMARY OF EXPENSES -
                                                      Expenses

     (b)                                              SUMMARY OF THE CONTRACTS

     (c)                                              SUMMARY OF THE CONTRACTS

     (d)                                              Not Applicable

4.   Condensed Financial Information

     (a)                                              ACCUMULATION UNIT VALUES; 
                                                      FINANCIAL STATEMENTS

     (b)                                              PERFORMANCE

     (c)                                              FINANCIAL STATEMENTS

5.   General Description of Registrant, Depositor, and Portfolio Companies

     (a)(i)                                           AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT -       
                                                      American National        
                                                      Insurance Company        

     (a)(ii)                                          AMERICAN NATIONAL

                                       ix
<PAGE>
 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT -
                                                      American National 
                                                      Insurance Company   

     (a)(iii)                                         AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT -       
                                                      American National        
                                                      Insurance Company        

     (b)(i)                                           AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT - The    
                                                      Separate Account         

     (b)(ii)(A)                                       AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE 
                                                      SEPARATE ACCOUNT - The    
                                                      Separate Account   

     (b)(ii)(B)                                       AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT - The   
                                                      Separate Account         

     (b)(ii)(C)                                       AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT - The    
                                                      Separate Account         

     (b)(iii)                                         AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT - The    
                                                      Separate Account         

     (c)(i)                                           Cover Page; AMERICAN 
                                                      NATIONAL INSURANCE  
                                                      COMPANY AND THE SEPARATE  
                                                      ACCOUNT - The American    
                                                      National Fund; AMERICAN   
                                                      NATIONAL INSURANCE        
                                                      COMPANY AND THE SEPARATE  
                                                      ACCOUNT - The Fidelity    
                                                      Funds               

     (c)(ii)                                          AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE

                                       x
<PAGE>
 
                                                      SEPARATE ACCOUNT - The 
                                                      American National Fund;
                                                      AMERICAN NATIONAL      
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT - The   
                                                      Fidelity Funds           

     (c)(iii)                                         AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT - The   
                                                      American National Fund;  
                                                      AMERICAN NATIONAL        
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT - The   
                                                      Fidelity Funds           

     (d)                                              Cover Page; AMERICAN 
                                                      NATIONAL INSURANCE  
                                                      COMPANY AND THE SEPARATE 
                                                      ACCOUNT - The American   
                                                      National Fund; AMERICAN  
                                                      NATIONAL INSURANCE       
                                                      COMPANY AND THE SEPARATE 
                                                      ACCOUNT - The Fidelity   
                                                      Funds                     

     (e)                                              VOTING RIGHTS

     (f)                                              DISTRIBUTOR OF THE 
                                                      CONTRACTS

6.   Deductions

     (a)                                              SUMMARY OF EXPENSES -
                                                      Expenses; AMERICAN     
                                                      NATIONAL INSURANCE        
                                                      COMPANY AND THE SEPARATE  
                                                      ACCOUNT - The American    
                                                      National Fund; AMERICAN   
                                                      NATIONAL INSURANCE        
                                                      COMPANY AND THE SEPARATE  
                                                      ACCOUNT - The Fidelity    
                                                      Funds; CHARGES AND        
                                                      DEDUCTIONS             

     (b)                                              SUMMARY OF EXPENSES -
                                                      Expenses; CHARGES AND 
                                                      DEDUCTIONS

                                       xi
<PAGE>
 
     (c)                                              CHARGES AND DEDUCTIONS -
                                                      Exceptions to Charges

     (d)                                              DISTRIBUTOR OF THE 
                                                      CONTRACTS

     (e)                                              SUMMARY OF EXPENSES

     (f)                                              SUMMARY OF EXPENSES

7.   General Description of Variable Annuity Contracts

     (a)                                              DISTRIBUTIONS UNDER THE 
                                                      CONTRACT - Full and       
                                                      Partial Surrenders; -

     (b)(i)                                           CONTRACTS - Contract 
                                                      Application and Purchase 
                                                      Payments; CONTRACTS -
                                                      Allocation of Purchase 
                                                      Payments

     (b)(ii)                                          CONTRACTS - Contract 
                                                      Application and Purchase 
                                                      Payments; CONTRACTS -    
                                                      Allocation of Purchase 
                                                      Payments                

     (b)(iii)                                         Not Applicable

     (c)(i)                                           AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE
                                                      SEPARATE ACCOUNT  -   
                                                      Addition, Deletion or    
                                                      Substitution of          
                                                      Investments; CONTRACTS - 
                                                      Purpose of the Contracts 

     (c)(ii)                                          AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE 
                                                      SEPARATE ACCOUNT -        
                                                      Addition, Deletion or     
                                                      Substitution of           
                                                      Investments; CONTRACTS -  
                                                      Purpose of the Contracts 

     (c)(iii)                                         AMERICAN NATIONAL 
                                                      INSURANCE COMPANY AND THE

                                      xii
<PAGE>
 
                                                      SEPARATE ACCOUNT -     
                                                      Addition, Deletion or    
                                                      Substitution of          
                                                      Investments; CONTRACTS - 
                                                      Purpose of the Contracts  

     (d)                                              CONTRACTS - Contractowner 
                                                      Inquiries

8.   Annuity Period

     (a)                                              ANNUITY PAYMENTS -
                                                      Annuity Options; ANNUITY
                                                      PAYMENTS - Annuity       
                                                      Provisions                

     (b)                                              Not Applicable

     (c)                                              ANNUITY PAYMENTS -
                                                      Annuity Options; ANNUITY  
                                                      PAYMENTS - Annuity       
                                                      Provisions                

     (d)                                              Not Applicable

     (e)                                              Not Applicable

     (f)                                              ANNUITY PAYMENTS -
                                                      Annuity Options

9.   Death Benefit

     (a)                                              Not Applicable

     (b)                                              Not Applicable


10.  Purchases and Contract Value

     (a)(i)                                           CONTRACTS - Contract 
                                                      Application and Purchase 
                                                      Payments

     (a)(ii)                                          CONTRACTS - Contract 
                                                      Application and Purchase
                                                      Payments; CONTRACTS -    
                                                      Allocation of Purchase   
                                                      Payments                  

                                      xiii
<PAGE>
 
     (a)(iii)(A)                                      CONTRACTS - Crediting of 
                                                      Accumulation Units

     (a)(iii)(B)                                      CONTRACTS - Determining 
                                                      the Accumulation Unit 
                                                      Values

     (a)(iii)(C)                                      CONTRACTS - Crediting of 
                                                      Accumulation Units;       
                                                      CONTRACTS - Determining 
                                                      the Accumulation Unit   
                                                      Values                   

     (b)                                              CONTRACTS - Determining 
                                                      the Accumulation Unit 
                                                      Values

     (c)                                              CONTRACTS - Crediting of 
                                                      Accumulation Units;       
                                                      CONTRACTS - Determining 
                                                      the Accumulation Unit   
                                                      Values                   

     (d)                                              DISTRIBUTOR OF THE 
                                                      CONTRACTS

11.  Redemptions

     (a)                                              DISTRIBUTIONS UNDER THE 
                                                      CONTRACT - Full and   
                                                      Partial Surrenders  

     (b)                                              Not Applicable

     (c)                                              Not Applicable

     (d)                                              DISTRIBUTIONS UNDER THE 
                                                      CONTRACT - Full and 
                                                      Partial Surrenders

     (e)                                              CONTRACTS - Contract 
                                                      Application and Purchase 
                                                      Payments

12.  Taxes

     (a)                                              FEDERAL TAX MATTERS

                                      xiv
<PAGE>
 
     (b)                                              FEDERAL TAX MATTERS -
                                                      Qualified Contracts

     (c)                                              Not Applicable

13.  Legal Proceedings                                LEGAL PROCEEDINGS

14.  Table of Contents of the Statement of Additional Information

                                                      TABLE OF CONTENTS OF THE 
                                                      STATEMENT OF ADDITIONAL 
                                                      INFORMATION

     Location in the Statement of Additional Information of information required
by Items of Form N-4.

                                                      CAPTION IN STATEMENT OF
PART B ITEM                                           ADDITIONAL INFORMATION
- -----------                                           -----------------------

15.  Cover Page

     (a)(i)                                           Cover Page

     (a)(ii)                                          Cover Page

     (a)(iii)(A)                                      Cover Page

     (a)(iii)(B)                                      Cover Page

     (a)(iii)(C)                                      Cover Page

     (a)(iv)                                          Cover Page

     (a)(v)                                           Cover Page

     (b)                                              Not Applicable

16.  Table of Contents                                TABLE OF CONTENTS

17.  General Information and History

     (a)                                              Not Applicable

     (b)                                              Not Applicable

     (c)                                              See Prospectus (AMERICAN 
                                                      NATIONAL INSURANCE 
                                                      COMPANY AND THE SEPARATE

                                       xv
<PAGE>
 
                                                      ACCOUNT - American   
                                                      National Insurance 
                                                      Company)            

18.  Services

     (a)                                              Not Applicable

     (b)                                              See Prospectus 
                                                      (DISTRIBUTOR OF THE 
                                                      CONTRACTS)

     (c)                                              Cover Page

     (d)                                              Not Applicable

     (e)                                              Not Applicable

     (f)                                              Not Applicable

19.  Purchase of Securities Being Offered

     (a)                                              See Prospectus (CONTRACTS 
                                                      - Contract Application  
                                                      and Purchase Payments;  
                                                      CHARGES AND DEDUCTIONS  
                                                      DURING THE ACCUMULATION 
                                                      PERIOD - Exceptions to  
                                                      Charges)                 

     (b)                                              See Prospectus (SUMMARY 
                                                      OF EXPENSES - Expenses
                                                      during the Accumulation  
                                                      Period; CHARGES AND      
                                                      DEDUCTIONS DURING THE    
                                                      ACCUMULATION PERIOD -    
                                                      Surrender Charge)         

20.  Underwriters

     (a)                                              See Prospectus 
                                                      (DISTRIBUTOR OF THE 
                                                      CONTRACTS)

     (b)                                              DISTRIBUTION OF THE 
                                                      CONTRACTS

     (c)                                              Not Applicable

                                      xvi
<PAGE>
 
     (d)(i)                                           Not Applicable

     (d)(ii)                                          Not Applicable

     (d)(iii)                                         Not Applicable

     (d)(iv)                                          Not Applicable

21.  Calculation of Performance Data

     (a)(i)                                           PERFORMANCE

     (a)(ii)                                          PERFORMANCE

     (a)(iii)                                         PERFORMANCE

     (a)(iv)                                          PERFORMANCE

     (b)(i)(A)                                        PERFORMANCE

     (b)(i)(B)                                        PERFORMANCE

     (b)(i)(C)                                        PERFORMANCE

     (b)(ii)(A)                                       PERFORMANCE

     (b)(ii)(B)                                       PERFORMANCE

     (b)(ii)(C)                                       PERFORMANCE

     (b)(iii)(A)                                      PERFORMANCE

     (b)(iii)(B)                                      PERFORMANCE

     (b)(iii)(C)                                      PERFORMANCE

22.  Annuity Payments                                 THE CONTRACT -
                                                      Computation of Variable 
                                                      Annuity Payments

23.  Financial Statements

     (a)                                              Not Applicable

     (b)                                              FINANCIAL STATEMENTS; 
                                                      FINANCIAL STATEMENT 
                                                      SCHEDULES
 
Part C Other Information
- ------------------------

                                      xvii
<PAGE>
 
     Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

                                     xviii
<PAGE>
 
                                   INVE$TRAC

                                      GOLD

                                Variable Annuity

                                   PROSPECTUS

                                      FOR

                           VARIABLE ANNUITY CONTRACTS

                                   ISSUED BY

                      AMERICAN NATIONAL INSURANCE COMPANY




                      American National Insurance Company
<PAGE>
 
                   THIS PROSPECTUS DOES NOT CONSTITUTE AN 
                    OFFERING IN ANY JURISDICTION IN WHICH 
                   SUCH OFFERING MAY NOT BE LAWFULLY MADE. 
                    NO DEALER,SALESMAN, OR OTHER PERSON IS 
                    AUTHORIZED TO GIVE ANY INFORMATION OR 
                    MAKE ANY REPRESENTATIONS IN CONNECTION 
                   WITH THIS OFFERING OTHER THAN THOSE 
                    CONTAINED IN THIS PROSPECTUS, AND, IF 
                   GIVEN OR MADE, SUCH OTHER INFORMATION 
                    OR REPRESENTATIONS MUST NOT BE RELIED 
                                     UPON.
<PAGE>
 
                          VARIABLE ANNUITY CONTRACTS
                                   ISSUED BY
                      AMERICAN NATIONAL INSURANCE COMPANY
                                ONE MOODY PLAZA
                          GALVESTON, TEXAS 77550-7999
                                 (409) 763-4661

  This Prospectus describes the deferred annuity and immediate annuity forms of
individual Variable Annuity Contracts (the "Contracts") offered by American
National Insurance Company ("American National"). The Contracts are designed to
provide an investment vehicle for the accumulation of capital on a tax-deferred
basis for retirement or other long-term purposes. The Deferred Annuity Contracts
provide for annuity payments commencing at some later date specified by the
Contractowner. The Immediate Annuity Contracts provide for annuity payments
commencing immediately.
    
  Unlike traditional guaranteed annuities, the Contracts provide for
Accumulation Values and annuity payment amounts which are based on and vary with
the investment performance of Subaccounts of the American National Variable
Annuity Separate Account (the "Separate Account") and/or the American National
Fixed Account. The assets of the Subaccounts are invested in the portfolios of
American National Investment Accounts, Inc. (the "American National Fund") and
in the portfolios of Variable Insurance Products Fund ("VIP") and Variable
Insurance Products Fund II ("VIP II")(sometimes referred to, collectively, as
the "Fidelity Funds"). The portfolios of the American National Fund and the
portfolios of the Fidelity Funds that are available for investment will
sometimes be referred to, individually, as an "Eligible Portfolio" and,
collectively, as the "Eligible Portfolios".     
    
  The Separate Account is registered with the Securities and Exchange Commission
(the "SEC") under the Investment Company Act of 1940 (the "1940 Act") as a unit
investment trust, which is a type of investment company. The Separate Account
currently has fourteen separate Subaccounts: the AN Money Market, the AN Growth,
the AN Balanced, the AN Managed, the VIP II Investment Grade Bond, the VIP II
Asset Manager, the VIP II Index 500, the VIP Money Market, the VIP Equity-
Income, the VIP High Income, the VIP Growth, the VIP Overseas, the VIP II
Contrafund and the VIP II Asset Manager: Growth Subaccounts. The assets of such
Subaccounts are invested in shares of a corresponding Eligible Portfolio. The
accompanying prospectuses for the American National Fund and the Fidelity Funds
describe the investment objectives, policies and the risks of each of the
Eligible Portfolios. The prospectuses for the Fidelity Funds include certain
portfolios which are not Eligible Portfolios and therefore not available for
investment under the Policy.     

 The Fixed Account is funded by the general assets of American National.

  Although the contracts are designed primarily to offer benefits based on
investment performance, all or a portion of the annuity payments can be in the
form of a traditional guaranteed annuity.

  The Contractowner has the right to examine a Contract and return it to
American National during what is generally known as the "free look" period.
American National will then refund the greater of all Purchase Payments made by
the Contractowner or the Accumulation Value plus the amount of any charges for
state premium taxes, mortality and expense risk and advisory fees. The Ofree
lookO period is established by state law and generally runs ten days after the
Contractowner receives the Contract.

  This Prospectus sets forth the information that a prospective investor should
know before investing. A Statement of Additional Information about the Contract
is free and may be obtained by writing American National at the address above.
The Statement of Additional Information which has the same date as this
Prospectus, has been filed with the Securities and Exchange Commission. The
Table of Contents of such Statement of Additional Information is set forth in
this Prospectus on page 26.


   This Prospectus is valid only when accompanied by Current Prospectuses For
The American National Investment Accounts, Inc., Variable Insurance Products
Fund and Variable Insurance Products Fund II. An interest in the Contract is not
a deposit or obligation of, or guaranteed or endorsed by any bank, nor is the
Contract federally insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board, or any other agency. The Contract involves investment
risk, including possible loss of principal.

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

    PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.

                  THE DATE OF THIS PROSPECTUS IS APRIL 30, 1997.     

                                       1
<PAGE>
 
<TABLE> 
<CAPTION> 

                                                         TABLE OF CONTENTS

<S>                                                   <C>         <C>                                                      <C> 
                                                      PAGE                                                                 PAGE
Glossary of Terms ................................     4          Contractowner Inquiries ..............................    17
Summary of the Contracts .........................     6          Charges and Deductions During the
  Purpose of the Contracts .......................     6            Accumulation Period ................................    17
  Investment Options .............................     6              Surrender Charge .................................    17
  Purchasing a Variable Annuity Contract .........     6              Other Charges ....................................    17
  Allocations and Transfers ......................     6              (a)  Administrative Charges ......................    17
  How the Death Benefit Varies ...................     6              (b)  State Premium Taxes .........................    17
  Surrenders from the Contract prior                                  (c)  Mortality and Expense Risk Fee ..............    18
    to Annuity Date ..............................     6              (d)  Distribution Expense Charge .................    18
  How Annuity Payments are Determined ............     6              (e)  Charges for Taxes ...........................    18
Your Right to Cancel the Variable                                     (f)  Exchange Fee ................................    18
  Annuity Contract ...............................     6              Deduction of Fees ................................    18
Summary of Expenses ..............................     7              Exceptions to Charges ............................    18
  Expenses During the Accumulation Period ........     7          Distributions Under the Contract
  Expenses During the Annuity Period .............    10            Accumulation Period ................................    19
Accumulation Unit Values .........................    10              Full and Partial Surrenders ......................    19
American National Insurance Company                                   Policy Loans in Special Circumstances ............    19
  and the Separate Account .......................    12              Policy Loans .....................................    19
  American National Insurance Company ............    12              Death Benefit During Accumulation Period .........    20
  The Separate Account ...........................    12            Annuity Period .....................................    20
  The American National Fund .....................    12              Election of Annuity Date and Form of Annuity .....    20
  The Fidelity Funds .............................    13              Allocation of Benefits ...........................    21
  Addition, Deletion or Substitution                                  Annuity Options ..................................    21
    of Investments ...............................    14              Value of Variable Annuity Payments:
Fixed Account ....................................    15              Assumed Investment Rates .........................    21
Contracts ........................................    15              Annuity Provisions ...............................    22
  Purpose of the Contracts .......................    15            Federal Tax Matters ................................    22
  Types of Contracts .............................    15              Introduction .....................................    22
  Contract Application and Purchase Payments .....    16              Taxation of Annuities in General .................    22
  Allocation of Purchase Payments ................    16
  Crediting of Accumulation Units ................    16
  Determining the Accumulation Unit Values .......    16
  Transfers Prior to Annuity Date ................    16
</TABLE> 

                                       2

<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                                                   <C>        <C>                                                 <C> 
                                                      PAGE                                                           PAGE

  Penalty Tax on Distributions ....................    23        Legal Matters ...................................    25
  Qualified Contracts .............................    23        Legal Proceedings ...............................    25
Performance .......................................    23        Experts .........................................    25
Distributor of the Contracts ......................    24        Additional Information ..........................    25
Safekeeping of the Separate Account's Assets ......    24        Financial Statements ............................    25
Voting Rights .....................................    24        Table of Contents of Statement
Sstate Regulation of American National ............    25          of Additional Information .....................    26
</TABLE> 


                                       3
<PAGE>
 
                               GLOSSARY OF TERMS

 The following definitions may be useful in reading this Prospectus.

 Certain additional terms are defined in the text.

  ACCUMULATION PERIOD - The period from the date Accumulation Units are first
purchased under a Contract to the earliest of the Annuity Date, the date the
Contract is surrendered for its then current value or the date of the individual
Contractowner's death.

  ACCUMULATION UNIT - A standard of measurement used with respect to each
Subaccount to calculate the value of a Contract during the Accumulation Period.
The value of an Accumulation Unit fluctuates with the value of the shares of the
corresponding Eligible Portfolio owned by each Subaccount less any applicable
deductions (See "Charges and Deductions," page 17).

 ACCUMULATION UNIT VALUE - The value of an Accumulation Unit.

  ACCUMULATION VALUE - The Accumulation Value of a Contract is the sum of: (i)
the total Accumulation Units in Subaccounts times the respective Accumulation
Unit Values of such Subaccounts, (ii) the Contractowner's value in the Fixed
Account, and (iii) the Contractowner's value held in American National's General
Account to secure policy loans on such Contracts.

  ANNUITANT - The person or persons upon whose life expectancy the Contract is
written. The Annuitant may also be the Contractowner.

 ANNUITY DATE - The date on which the Accumulation Period changes to the Annuity
Period.

 ANNUITY PERIOD - The period of time during which annuity payments are being
made.

  ANNUITY UNIT - A standard of measurement used with respect to each Subaccount
to calculate the dollar amount of annuity payments during the Annuity Period.
The value of an Annuity Unit fluctuates with the value of shares of the
corresponding Eligible Portfolio owned by each Subaccount less any applicable
deductions. (See "Charges and Deductions," page 17).

  CONTRACT - A Variable Annuity Contract issued pursuant to this Prospectus
which sets forth the obligations and contractual promises which American
National makes to the Contractowner.

  CONTRACTOWNER - The person or entity entitled to exercise rights of ownership
in a Contract prior to the Annuity Date or termination of the Contract. The
Contractowner and the Annuitant need not be the same.

  CONTRACT YEAR - The period from the date the first Purchase Payment is
credited to the Contract until the immediately preceding day of the succeeding
year. (February 29 will be treated as February 28 for the purpose of this
definition).

  DEFERRED ANNUITY CONTRACT - A Contract in which annuity payments commence at
some future date specified by the Contractowner.

  ELIGIBLE PORTFOLIO - A Portfolio of the American National Fund or the Fidelity
Funds which corresponds to and in which a Subaccount can be invested.

  FIXED ACCOUNT - An account that is a part of American National's General
Account to which all or a portion of Net Purchase Payments and transfers may be
allocated for accumulation at fixed rates of interest.

  GENERAL ACCOUNT - The General Account of American National which includes all
of American National's assets except those assets segregated into its separate
accounts.

  GUARANTEED ANNUITY - An annuity under which the amount of each annuity payment
is guaranteed by American National during the Annuity Period.

  IMMEDIATE ANNUITY - A Contract purchased with a single Purchase Payment, which
provides immediate annuity payments on an annual, semi-annual, quarterly or
monthly schedule to the Contractowner.

  MINIMUM GUARANTEED DEATH BENEFIT - For all dates up to and including the first
Six-Year Anniversary Date, the Minimum Guaranteed Death Benefit will equal
Purchase Payments less Partial Surrender Reductions made on or before such date.
For all subsequent Six-Year Anniversary Dates, the Minimum Guaranteed Death
Benefit will equal the greater of: (i) the Accumulation Value on such Six-Year
Anniversary Date, or (ii) the Minimum Guaranteed Death Benefit for the
immediately preceding Six-Year Anniversary Date, plus Purchase Payments and less
Partial Surrender Reductions made since such immediately preceding Six-Year
Anniversary Date. For all other dates, the Minimum Guaranteed Death Benefit will
equal the Minimum Guaranteed Death Benefit for the immediately preceding Six-
Year Anniversary Date plus Purchase Payments and less Partial Surrender
Reductions made since such immediately preceding Six-Year Anniversary Date.

  MORTALITY AND EXPENSE RISK FEE - The amount payable to American National for
accepting mortality and expense risks.

 NET PURCHASE PAYMENT - The Purchase Payment less any government entity premium
tax charge.

  NON-QUALIFIED CONTRACT - A Contract issued in connection with a retirement
plan that does not receive favorable tax treatment under the Internal Revenue
Code.

  PARTIAL SURRENDER REDUCTION - An amount equal to (i) the amount of a
surrender, multiplied by (ii) the Minimum Guaranteed Death Benefit on the date
immediately prior to a surrender over the Accumulation Value on the date
immediately prior to the surrender.

  PLAN - A document or agreement defining the retirement benefits and those
eligible to receive them. The Plan is not a part of a Contract and American
National is not a party to a Plan.

                                       4
<PAGE>
 
 POLICY DEBT - The sum of all unpaid policy loans and accrued interest thereon.

  PORTFOLIO - A separate series of capital securities designed to meet specified
investment objectives. The American National Fund currently consists of four
portfolios, all of which are Eligible Portfolios. The Fidelity Funds currently
consist of thirteen portfolios, ten of which are Eligible Portfolios.

 PURCHASE PAYMENT - A payment made into a Contract during the Accumulation
Period.

  QUALIFIED CONTRACT - A Contract issued in connection with a Plan that receives
favorable tax treatment under the Internal Revenue Code of 1986.

  SIX-YEAR ANNIVERSARY DATE - The last day of each Contract Year prior to the
Annuitant's 75th birthday which is evenly divisible by six.

  SUBACCOUNT - A subdivision of the Separate Account. Each Subaccount invests
exclusively in the shares of a corresponding Eligible Portfolio.

  VALUATION DATE - A valuation date is each day on which the New York Stock
Exchange ("NYSE") is open for trading.

  VALUATION PERIOD - The period commencing at the close of regular trading on
the NYSE on one Valuation Date and ending at the close of regular trading on the
NYSE on the next succeeding Valuation Date.

  VARIABLE ANNUITY - An annuity providing payments which vary in dollar amount
depending on the investment results of the American National Fund or the
Fidelity Funds.

                                       5
<PAGE>
 
                           SUMMARY OF THE CONTRACTS
PURPOSE OF THE CONTRACTS

  The purpose of the Contracts is to provide Accumulation Values and/or Annuity
Payments which are expected to reflect changes in the cost of living to a
greater degree than a traditional Guaranteed Annuity. The Contracts offer
Contractowners the opportunity to vary the Accumulation Value based on the
performance of the investments chosen by the Contractowner through two different
types of Variable Annuity Contracts: a Deferred Annuity and an Immediate
Annuity.

  There is no assurance that a Subaccount will obtain its investment objective.
Because a Variable Annuity's value is based on the investment performance of
Eligible Portfolios and is not guaranteed, a Variable Annuity Contract entails
more investment risk than a traditional Guaranteed Annuity.

  There is also American National's Fixed Account option for Contractowners who
prefer more conservative investments. (See Fixed Account, page 15.)

INVESTMENT OPTIONS
    
  Net Purchase Payments may be invested in the Subaccounts and/or in American
National's Fixed Account. The fourteen Subaccounts are: the AN Money Market, the
AN Growth, the AN Balanced, the AN Managed, the VIP II Investment Grade Bond,
the VIP II Asset Manager, the VIP II Index 500, the VIP Money Market, the VIP
Equity-Income, the VIP High Income, VIP Growth, the VIP Overseas, the VIP II
Contrafund and the VIP II Asset Manager: Growth Subaccounts. Each of the
Subaccounts invests exclusively in the shares of a corresponding Eligible
Portfolio. Each such Subaccount and corresponding Eligible Portfolio has a
different investment objective (See "The American National Fund" at page 12, and
"The Fidelity Funds" at page 13).     

PURCHASING A VARIABLE ANNUITY CONTRACT

  Individuals wishing to purchase a Variable Annuity Contract must complete an
application and pay the minimum initial Purchase Payment to American National's
Home Office. The minimum and maximum amounts of Purchase Payments vary depending
upon the type of Contract purchased. (See "Contract Application and Purchase
Payments," page 16.)

ALLOCATION AND TRANSFERS

  Net Purchase Payments will be initially allocated to each Subaccount and/or
American National's Fixed Account as instructed in the application. Thereafter,
the allocation may be changed by the Contractowner. All allocations must be at
least 10% of the Net Purchase Payment.

  During the Accumulation Period, transfers can be made between Subaccounts and
American National's Fixed Account. American National allows twelve free
transfers per Contract Year. Any additional transfer will be subject to a $10.00
exchange fee. Transfers out of the Fixed Account are limited as described in the
section "TRANSFERS" on page 16.

  Transfers and allocation changes can be made by either writing to American
National's home office or by telephone instructions. A Telephone Transfer
Authorization Form must to be on file at American National's home office before
telephone instructions will be allowed.

HOW THE DEATH BENEFIT VARIES

  In the event of the Annuitant's death prior to the Annuity Date, the death
benefit for Deferred Annuity Contracts will equal the greater of: (i)
Accumulation Value less Policy Debt on the date that notice of death is received
by American National at its home office in Galveston, Texas, or (ii) the Minimum
Guaranteed Death Benefit on the Contract, less Policy Debt. During the Annuity
Period, death benefits, if any, depend upon the annuity option selected. (See
Annuity Options at page 21).

SURRENDERS FROM THE CONTRACT PRIOR TO ANNUITY DATE

  Prior to the Annuity Date, all or part of a Variable Annuity's Accumulation
Value may be surrendered upon the Contractowner's written request. A surrender
may be subject to a Surrender Charge, an IRS penalty tax for early withdrawal
and potentially an income tax. Contracts purchased in connection with retirement
plans may also be subject to restrictions imposed by the Plan. Surrenders from
Contracts qualified under Section 403(b) of the Code may be restricted. (See
"Qualified Contracts" under "Federal Tax Matters" at page 23.) The sum of
surrender charges and distribution expense charges will never be more than 9.0%
of total Purchase Payments paid.

HOW ANNUITY PAYMENTS ARE DETERMINED

  There are a number of ways to receive annuity payments. They include monthly
payments for a specified number of years, payments for life guaranteed for ten
or 20 years, or payments made jointly (See Annuity Options, page 21.) Payments
may also be received on a fixed basis and/or on a variable basis. Variable
Annuity payments will increase or decrease according to the investment
experience of the Eligible Portfolios and the declared rate paid by American
National on the Fixed Account.

YOUR RIGHT TO CANCEL THE VARIABLE ANNUITY CONTRACT -
THE "FREE LOOK" PERIOD

  State law requires that Contractowners be given a "free look" period,
generally running ten days after the Contractowner receives the Contract, within
which a Contractowner may return the Contract to American National's Home
Office. In such cases, American National will then refund the greater of all
Purchase Payments made by the Contractowner or the Accumulation Value plus the
amount of any charges for state premium taxes, mortality and expense risk and
advisory fees. (See "Contract Application and Purchase Payments," page 16.)

                                       6
<PAGE>
 
                              SUMMARY OF EXPENSES

EXPENSES DURING THE ACCUMULATION PERIOD

  The purpose of the following table is to illustrate the costs and expenses
that are borne, directly and indirectly, by Contractowners during the
Accumulation Period. The information set forth should be considered together
with the narrative provided under the heading "Charges and Deductions" in this
Prospectus. In addition to the expenses listed below, premium taxes may also be
applicable. For information concerning the fees and expenses assessed during the
Annuity Period, including the fees and expenses assessed in connection with
Immediate Annuity Contracts, see "Expenses During the Annuity Period", page 10.

                      CONTRACTOWNERS TRANSACTION EXPENSES

SALES LOAD AS A PERCENTAGE OF PURCHASE PAYMENTS ..... 0%

DEFERRED SALES LOAD ("SURRENDER CHARGE")

  An amount of Accumulation Value equal to the greater of (i) 10% of
Accumulation Value in a Contract Year, or (ii) Accumulation Value less total
Purchase Payments made, may be withdrawn without Surrender Charge.

  On surrenders of that portion of Accumulation Value in excess of the above
described free surrender amount, a Surrender Charge is imposed based upon the
number of Contract Years since the Contract Year in which the Purchase Payments
withdrawn were paid, on a first paid, first withdrawn basis.  The Surrender
Charge is deducted from the remaining Accumulation Value, or, if the remaining
Accumulation Value is insufficient to cover the Surrender Charge, a portion of
the Surrender Charge will be deducted from the withdrawal amount. Such Surrender
Charge will be a percentage of each Purchase Payment or portion thereof
withdrawn as illustrated in the following table:

                                            APPLICABLE SURRENDER CHARGE
              CONTRACT YEARS SINCE                AS A PERCENTAGE
              CHARGEABLE WITHDRAWAL              OF EACH PURCHASE
                AMOUNT OR PORTION               PAYMENT OR PORTION
                  THEREOF MADE                  THEREOF WITHDRAWN
 
                       1                                 7.0
                       2                                 7.0
                       3                                 6.0
                       4                                 5.0
                       5                                 4.0
                       6                                 3.0
                       7                                 2.0
               8 and thereafter                          0.0


                                                 NON-QUALIFIED   QUALIFIED
                                                   DEFERRED      DEFERRED
                                                   ANNUITY       ANNUITY
EXCHANGE FEE                                         $  10       $  10
(THERE IS NO EXCHANGE FEE FOR
  THE FIRST 12 TRANSFERS)
Annual Contract Fee                                  $  25       $  30

SEPARATE ACCOUNT ANNUAL EXPENSES
(AS PERCENTAGE OF AVERAGE NET ASSETS)
Mortality Risk Fees                                   0.80%       0.80%
Expense Risk Fees                                     0.45%       0.45%
Administrative Asset Fees                             0.10%       0.10%
    
Distribution Expense Charge                           0.05%       0.05%     
Total Separate Account
    
  Annual Expenses                                     1.40%       1.40%     

AN MONEY MARKET PORTFOLIO ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)    
Management Fees after
  reimbursement * **                                  0.40%       0.40%
Other Expenses                                        0.47%       0.47%
Total AN Money Market Portfolio
  Annual Expenses                                     0.87%       0.87%     
    
* Without reimbursement, management fees would have been 0.75% and the total
portfolio annual expense would have been 1.22%.     

AN GROWTH PORTFOLIO ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)    
Management Fees after
  reimbursement * **                                  0.37%       0.37%
Other Expenses                                        0.50%       0.50%
Total AN Growth Portfolio
  Annual Expenses                                     0.87%       0.87%     
    
* Without reimbursement, management fees would have been 0.75% and the total
portfolio annual expense would have been 1.25%.     
    
AN BALANCED PORTFOLIO ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees after
  reimbursement * **                                  0.17%       0.17%
Other Expenses                                        0.73%       0.73%
Total AN Balanced Portfolio
  Annual Expenses                                     0.90%       0.90%

* Without reimbursement, management fees would have been 0.75% and the total
portfolio annual expense would have been 1.48%.     

                                       7
<PAGE>
 
     
AN MANAGED PORTFOLIO ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees after
  --reimbursement * **                     0.54%  0.54%
Other Expenses                             0.39%  0.39%
Total AN Managed Portfolio
  --Annual Expenses                        0.93%  0.93%

*  Without reimbursement, management fees would have been 0.75% and the total
portfolio annual expense would have been 1.14%.
** Under its Administrative Service Agreement with the Fund, Securities
Management and Research, Inc. ("SM&R"), the Fund's Investment Adviser and
Manager, has agreed to pay (or to reimburse each Portfolio for) each Portfolio's
expenses (including the advisory fee and administrative service fee paid to
SM&R, but exclusive of interest, commissions and other expenses incidental to
portfolio transactions) in excess of 1.50% per year of such Portfolio's average
daily net assets. In addition, SM&R has entered into a separate undertaking with
the Fund effective May 1, 1994 until April 30, 1998, pursuant to which SM&R has
agreed to reimburse the AN Money Market Portfolio and the AN Growth Portfolio
for expenses in excess of .87%; the AN Balanced Portfolio for expenses in excess
of .90% and the AN Managed Portfolio for expenses in excess of .93%, of each of
such Portfolios' average daily net assets during such period. SM&R is under no
obligation to renew this undertaking for any Portfolio at the end of such
period.

VIP II INVESTMENT GRADE BOND PORTFOLIO ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees                            0.45%  0.45%
Other Expenses                             0.13%  0.13%
Total VIP II Investment
 Grade Bond
   Portfolio Annual Expenses               0.58%  0.58%

VIP II ASSET MANAGER PORTFOLIO ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees                            0.64%  0.64%
Other Expenses                             0.10%  0.10%
Total VIP II Asset Manager
 Portfolio
   Annual Expenses                         0.74%  0.74%

VIP II INDEX 500 PORTFOLIO ANNUAL EXPENSES 
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees                            0.13%  0.13%
Other Expenses                             0.15%  0.15%
Total VIP II Index 500 Portfolio
   Annual Expenses *                       0.28%  0.28%

* The portfolio's expenses were voluntarily reduced by the portfolio's
investment advisor. Absent reimbursement, management fee,other expenses and
total expenses would have been 0.28%, 0.15% and.0.43%, respectively.

 VIP MONEY MARKET PORTFOLIO ANNUAL EXPENSES
 (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees                            0.21%  0.21%
Other Expenses                             0.09%  0.09%
Total VIP Money Market
 Portfolio
   Annual Expenses                         0.30%  0.30%

VIP EQUITY-INCOME PORTFOLIO ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees                            0.51%  0.51%
Other Expenses                             0.07%  0.07% 
Total VIP Equity-Income Portfolio
   Annual Expenses                         0.58%  0.58%

VIP HIGH INCOME PORTFOLIO ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees                            0.59%  0.59%
Other Expenses                             0.12%  0.12%
Total VIP High Income Portfolio
  Annual Expenses                          0.71%  0.71%

VIP GROWTH PORTFOLIO ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees                            0.61%  0.61%
Other Expenses                             0.08%  0.08%
Total VIP Growth Portfolio
   Annual Expenses                         0.69%  0.69%

VIP OVERSEAS PORTFOLIO ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees                            0.76%  0.76%
Other Expenses                             0.17%  0.17%
Total VIP Overseas
 Portfolio
   Annual Expenses                         0.93%  0.93%

VIP II CONTRAFUND PORTFOLIO ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees                            0.61%  0.61%
Other Expenses                             0.13%  0.13%
Total VIP II Contrafund
 Portfolio
   Annual Expenses                         0.74%  0.74%

VIP II ASSET MANAGER: GROWTH PORTFOLIO 
  ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees                            0.65%  0.65%
Other Expenses                             0.22%  0.22%
Total VIP II Asset Manager:
   Growth Portfolio Annual Expenses        0.87%  0.87%
     
                                       8
<PAGE>
 
     
EXAMPLE: NON-QUALIFIED DEFERRED ANNUITY CONTRACT

  If you surrender your Deferred Annuity Contract at the end of the applicable
time period: You would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets:

                                1      3      5     10
FUND                           YEAR  YEARS  YEARS  YEARS
AN Money Market Portfolio     $  88  $ 131  $ 164  $ 266
AN Growth Portfolio           $  88  $ 131  $ 164  $ 266
AN Balanced Portfolio         $  89  $ 132  $ 166  $ 268
AN Managed Portfolio          $  89  $ 133  $ 167  $ 273
VIP II Investment
  Grade Bond Portfolio        $  86  $ 123  $ 150  $ 237
VIP II Asset Manager
  Portfolio                   $  87  $ 127  $ 158  $ 253
VIP II Index 500 Portfolio    $  83  $ 114  $ 135  $ 205
VIP Money Market Portfolio    $  83  $ 115  $ 136  $ 207
VIP Equity-Income Portfolio   $  86  $ 123  $ 150  $ 237
VIP High Income Portfolio     $  87  $ 127  $ 157  $ 250 
VIP Growth Portfolio          $  87  $ 126  $ 156  $ 248
VIP Overseas Portfolio        $  89  $ 133  $ 167  $ 273
VIP II Contrafund Portfolio   $  87  $ 127  $ 158  $ 253
VIP II Asset Manager:
  Growth Portfolio            $  88  $ 131  $ 164  $ 266

  If you do not surrender your Deferred Annuity Contract or annuitize your
Deferred Annuity Contract: 

  You would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:

                                1      3      5     10
FUND                           YEAR  YEARS  YEARS YEARS
AN Money Market Portfolio     $  24  $  73  $ 124 $ 266
AN Growth Portfolio           $  24  $  73  $ 124 $ 266
AN Balanced Portfolio         $  24  $  74  $ 126 $ 269
AN Managed Portfolio          $  24  $  75  $ 127 $ 273
VIP II Investment
  Grade Bond Portfolio        $  21  $  64  $ 110 $ 237
VIP II Asset Manager
  Portfolio                   $  22  $  69  $ 118 $ 253
VIP II Index 500 Portfolio    $  18  $  55  $  94 $ 205
VIP Money Market Portfolio    $  18  $  55  $  95 $ 207
VIP Equity-Income Portfolio   $  21  $  64  $ 110 $ 237
VIP High Income Portfolio     $  22  $  68  $ 116 $ 250
VIP Growth Portfolio          $  22  $  67  $ 115 $ 248
VIP Overseas Portfolio        $  24  $  75  $ 127 $ 273
VIP II Contrafund Portfolio   $  22  $  69  $ 118 $ 253
VIP II Asset Manager:
  Growth Portfolio            $  24  $  73  $ 124 $ 266


EXAMPLE: QUALIFIED DEFERRED ANNUITY CONTRACT

  If you surrender your Deferred Annuity Contract at the end of the applicable
time period:

  You would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:

                                1      3      5     10
FUND                           YEAR  YEARS  YEARS YEARS
AN Money Market Portfolio     $  89  $ 134  $ 169 $ 277
AN Growth Portfolio           $  89  $ 134  $ 169 $ 277
AN Balanced Portfolio         $  90  $ 135  $ 171 $ 279
AN Managed Portfolio          $  90  $ 136  $ 172 $ 282
VIP II Investment
  Grade Bond Portfolio        $  86  $ 126  $ 155 $ 247
VIP II Asset Manager
  Portfolio                   $  88  $ 130  $ 163 $ 263
VIP II Index 500 Portfolio    $  84  $ 117  $ 140 $ 216
VIP Money Market Portfolio    $  84  $ 118  $ 141 $ 218
VIP Equity-Income Portfolio   $  86  $ 126  $ 155 $ 247
VIP High Income Portfolio     $  88  $ 129  $ 162 $ 260 
VIP  Growth Portfolio         $  88  $ 129  $ 161 $ 258
VIP Overseas Portfolio        $  90  $ 136  $ 172 $ 282
VIP II Contrafund Portfolio   $  88  $ 130  $ 163 $ 263
VIP II Asset Manager:
  Growth Portfolio            $  89  $ 134  $ 169 $ 377

  If you do not surrender your Deferred Annuity Contract or annuitize your
Deferred Annuity Contract:

  You would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:

                                1      3      5     10
FUND                           YEAR  YEARS  YEARS YEARS
AN Money Market Portfolio     $  25  $  76  $ 129 $ 277
AN Growth Portfolio           $  25  $  76  $ 129 $ 277
AN Balanced Portfolio         $  25  $  72  $ 131 $ 279
AN Managed Portfolio          $  25  $  78  $ 132 $ 282
VIP II Investment Grade
 Bond
  Portfolio                   $  22  $  67  $ 115 $ 247
VIP II Asset Manager
  Portfolio                   $  23  $  72  $ 123 $ 263
VIP II Index 500 Portfolio    $  19  $  58  $  99 $ 216
VIP Money Market Portfolio    $  19  $  58  $ 101 $ 218
VIP Equity-Income Portfolio   $  22  $  67  $ 115 $ 247
VIP High Income Portfolio     $  23  $  71  $ 121 $ 260
VIP Growth Portfolio          $  23  $  70  $ 120 $ 258
VIP Overseas Portfolio        $  25  $  78  $ 132 $ 282
VIP II Contrafund Portfolio   $  23  $  72  $ 123 $ 263
VIP II Asset Manager:
  Growth Portfolio            $  25  $  76  $ 129 $ 277
      

                                       9
<PAGE>
 
  The examples should not be considered to be a representation of past or future
expenses, and the examples do not include the deduction of state premium taxes
which may be assessed by a number of states.

  The purpose of the preceding table is to assist Contractowners in
understanding the various costs and expenses that a Contractowner will bear
directly or indirectly and, thus, the table reflects expenses of both the
Separate Account and the American National Fund and/or the Fidelity Funds.
Actual expenses may be greater or lesser than those shown. The example assumes a
5% annual rate of return pursuant to the requirements of the SEC. This
hypothetical rate of return is not intended to be representative of past or
future performance of an Eligible Portfolio. The annual contract fees are
deducted pro rata from each Subaccount and Fixed Account. For a more complete
description of the various costs and expenses of the American National Fund and
the Fidelity Funds, see their Prospectuses.

EXPENSES DURING THE ANNUITY PERIOD

  The Separate Account will be assessed a mortality and expense risk fee at an
annual rate of 1.25% during the Annuity Period. The Separate Account will also
be charged during the Annuity Period with the expenses of the Eligible
Portfolios in which the Contractowner has invested. In addition to the Mortality
and Expense Risk Fee and portfolio expenses, the Immediate Annuity Contract will
incur a contract fee of $100.00 at the time the single Purchase Payment is paid.
No other fees or expenses are charged against the Contracts during the Annuity
Period. To the extent that American National derives profits from the Mortality
and Expense Risk Fee, those profits may be used to pay for other expenses,
including distribution expenses.
<TABLE> 
<CAPTION> 

                           ACCUMULATION UNIT VALUES
         (For an accumulation unit outstanding throughout the period)

                                                                    YEAR ENDED DECEMBER 31,
                                                                ------------------------------
                                                                   1996       1995      1994
                                                                ----------  --------  --------
<S>                                                             <C>         <C>       <C>  
AN GROWTH PORTFOLIO
Accumulation unit value at beginning of period                  $    1.255  $  0.990  $  1.000  a
Accumulation unit value at end of period                        $    1.456  $  1.255  $  0.990
Number of accumulation units outstanding at
 end of period                                                     911,104   326,360    12,430

AN MONEY MARKET PORTFOLIO
Accumulation unit value at beginning of period                  $    1.036  $  1.000  $  1.000  a
Accumulation unit value at end of period                        $    1.066  $  1.036  $  1.000
Number of accumulation units outstanding at
 end of period                                                      32,515    10,421     1,218

AN BALANCED PORTFOLIO
Accumulation unit value at beginning of period                  $    1.136  $  1.000  $  1.000  a
Accumulation unit value at end of period                        $    1.254  $  1.136  $  1.000
Number of accumulation units outstanding at
 end of period                                                     287,278    43,097        --

AN MANAGED PORTFOLIO
Accumulation unit value at beginning of period                  $    1.255  $  0.990  $  1.000  a
Accumulation unit value at end of period                        $    1.458  $  1.255  $  0.990
Number of accumulation units outstanding at
 end of period                                                   1,100,338   275,204     8,725

FIDELITY VIP II INVESTMENT GRADE BOND
Accumulation unit value at beginning of period                  $    1.159  $  1.000  $  1.000  a
Accumulation unit value at end of period                        $    1.176  $  1.159  $  1.000
Number of accumulation units outstanding at
 end of period                                                      72,929    26,194       702
</TABLE> 
a  Inception date April 20, 1994
     
                                       10
<PAGE>
 
     
                     ACCUMULATION UNIT VALUES (CONTINUED)
         (For an accumulation unit outstanding throughout the period)

<TABLE> 
<CAPTION> 
                                                                    YEAR ENDED DECEMBER 31,
                                                                ------------------------------
                                                                    1996      1995      1994
                                                                ---------  --------  -------- 
<S>                                                             <C>        <C>       <C> 
FIDELITY VIPII ASSET MANAGER
Accumulation unit value at beginning of period                  $    1.134  $  0.990  $  1.000  a
Accumulation unit value at end of period                        $    1.278  $  1.134  $  0.990
Number of accumulation units outstanding at
 end of period                                                     426,424   332,773     3,287

FIDELITY VIPII INDEX 500
Accumulation unit value at beginning of period                  $    1.365  $  1.010  $  1.000  a
Accumulation unit value at end of period                        $    1.649  $  1.365  $  1.010
Number of accumulation units outstanding at
 end of period                                                     636,107    92,340     5,385

FIDELITY VIP MONEY MARKET
Accumulation unit value at beginning of period                  $    1.049  $  1.010  $  1.000  a
Accumulation unit value at end of period                        $    1.087  $  1.049  $  1.010
Number of accumulation units outstanding at
 end of period                                                     179,947   382,247   191,834

FIDELITY VIP EQUITY INCOME FUND
Accumulation unit value at beginning of period                  $    1.322  $  1.000  $  1.000  a
Accumulation unit value at end of period                        $    1.482  $  1.322  $  1.000
Number of accumulation units outstanding at
 end of period                                                     971,692   301,955       815

FIDELITY VIP HIGH INCOME FUND
Accumulation unit value at beginning of period                  $    1.189  $  1.000  $  1.000  a
Accumulation unit value at end of period                        $    1.334  $  1.189  $  1.000
Number of accumulation units outstanding at
 end of period                                                     259,931   126,513     4,724

FIDELITY VIP GROWTH
Accumulation unit value at beginning of period                  $    1.341  $  1.010  $  1.000  a
Accumulation unit value at end of period                        $    1.513  $  1.341  $  1.010
Number of accumulation units outstanding at
 end of period                                                     895,058   281,102     1,893

FIDELITY VIP OVERSEAS
Accumulation unit value at beginning of period                  $    1.048  $  0.970  $  1.000  a
Accumulation unit value at end of period                        $    1.167  $  1.048  $  0.970
Number of accumulation units outstanding at
 end of period                                                     170,694   147,599    16,115

FIDELITY VIPII CONTRA FUND
Accumulation unit value at beginning of period                  $    1.157  $  1.000         b
Accumulation unit value at end of period                        $    1.355  $  1.157
Number of accumulation units outstanding at
 end of period                                                     259,582    20,680

FIDELITY VIPII ASSET MANAGER GROWTH
Accumulation unit value at beginning of period                  $    1.024  $  1.000         b
Accumulation unit value at end of period                        $    1.207  $  1.024
Number of accumulation units outstanding at
 end of period                                                      34,541    24,995
</TABLE>
a  Inception date April 20, 1994
b  Inception date April 28, 1995
      

                                       11
<PAGE>
 
                      AMERICAN NATIONAL INSURANCE COMPANY
                           AND THE SEPARATE ACCOUNT


AMERICAN NATIONAL INSURANCE COMPANY

  American National is a stock life insurance company chartered in 1905 in the
State of Texas. It is licensed to do life insurance business in 49 states, the
District of Columbia, Puerto Rico, Guam, and American Samoa. American National's
home office is located at the American National Insurance Building, One Moody
Plaza, Galveston, Texas 77550-7999. The Moody Foundation (the "Foundation"), a
charitable foundation established for charitable and educational purposes, owns
approximately 23.7% of American National's common stock and the Libbie S. Moody
Trust, a private trust, owns approximately 37.6% of such shares. Robert L. Moody
("RLM"), Chairman of the Board and a Director of American National, RLM's son,
Ross R. Moody, and Frances Moody Newman, RLM's mother, are trustees of the
Foundation.

  The Moody National Bank of Galveston (the "Bank") is trustee of the 
Libbie S. Moody Trust. RLM is Chairman of the Board and Chief Executive Officer
of the Bank and of Moody Bank Holding Company, Inc. ("MBHC"), the Bank's
controlling stockholder. RLM is also Chairman of the Board and President of
Moody Bancshares, Inc. ("Bancshares"), MBHC's sole shareholder. The Three R
Trusts, trusts established by RLM for the benefit of his children, own 100% of
Bancshares' Class B stock (which elects a majority of Bancshares' directors) and
47.5% of its Class A Stock. The trustee of the Three R Trusts is Irwin M. Herz,
Jr., a partner in Greer, Herz & Adams, L.L.P., 18th Floor, One Moody Plaza,
Galveston, Texas, General Counsel to American National, the Bank, Bancshares,
MBHC, the American National Fund and Securities Management and Research, Inc.
    
  American National's total assets on December 31, 1996 were $ 6,529,775,092 on
a statutory basis.     

  American National writes life, health and accident insurance and annuities.

THE SEPARATE ACCOUNT

  The Separate Account was established by American National on July 30, 1991
pursuant to the insurance laws of the State of Texas. American National is the
depositor of the Separate Account. Under Texas law, the assets of the Separate
Account are held exclusively for the benefit of Contractowners and persons
entitled to payments under the Contracts. At present the Separate Account is
used only to support Variable Annuity Contracts. American National is the legal
holder of the assets in the Separate Account and will at all times maintain
assets in the Separate Account with a total market value at least equal to the
reserve and other contract liabilities for the Separate Account. The assets of
the Separate Account attributable to the Contracts are not chargeable with
liabilities arising out of any other business which American National may
conduct. Income, as well as both realized and unrealized gains or losses from
the assets of the Separate Account, is credited to or charged against the
Separate Account without regard to income, gains or losses arising out of other
business that American National conducts. Nevertheless, these assets shall be
available to cover the liabilities of American National's General Account, but
only to the extent that the Separate Account's assets exceed its liabilities
arising under the Contracts supported by it. In addition to these assets, the
Separate Account assets may include accumulations of the charges American
National makes against Policies and Contracts participating in the Separate
Account. From time to time, any such assets due American National may be
transferred in cash to American National's General Account. Obligations under
the Variable Annuity Contracts are obligations of American National.

  The Separate Account is registered with the Securities and Exchange Commission
("SEC") under the Investment Company Act of 1940 ("1940 Act") as a unit
investment trust, which is a type of investment company. Such registration does
not involve any SEC supervision of the management or investment policies or
practices of the Separate Account. For state law purposes, the Separate Account
is treated as a division of American National. There are currently fourteen
Subaccounts within the Separate Account available to Contractowners and each
invests only in a corresponding Eligible Portfolio.

THE AMERICAN NATIONAL FUND

  Four of the Subaccounts of the Separate Account invest in the shares of a
corresponding portfolio of the American National Fund. The American National
Fund is registered with the SEC under the 1940 Act as an open-end diversified,
series management investment company. The American National Fund shares are also
purchased by American National Variable Life Separate Account.

  The Separate Account will purchase and redeem shares from the American
National Fund at net asset value.

                                       12
<PAGE>
 
  The investment objectives and policies of each portfolio of the American
National Fund are summarized below. There is no assurance that any of the
portfolios will achieve their stated objectives. More detailed information,
including a description of investment objectives, policies, restrictions,
expenses and risks, is in the prospectus for the American National Fund, which
must accompany this Prospectus and which should be read carefully together with
this Prospectus and retained.
    
  The American National Fund currently has a Money Market Portfolio, a Growth
Portfolio, a Balanced Portfolio and a Managed Portfolio.

  AN MONEY MARKET PORTFOLIO ... seeks to obtain as high a level of current
income as is consistent with preserving capital and providing liquidity. The
Money Market Portfolio will invest only in money market instruments of high
quality determined by the American National Fund's investment adviser. The Money
Market Portfolio of the American National Funds shall be referred to herein as
"AN Money Market".

  AN GROWTH PORTFOLIO ... seeks to achieve capital appreciation, normally
through the purchase of common stocks (although such Portfolio investments are
not restricted to any one type of security). Capital appreciation may also be
sought in other types of securities, including bonds and preferred stocks. This
Growth Portfolio of the American National Fund is referred to herein as "AN
Growth".

  AN BALANCED PORTFOLIO ... seeks to provide conservation of principal,
reasonable current income and long-term capital appreciation by investing in a
balanced portfolio of fixed-income securities such as bonds, preferred stock and
short-term obligations combined with common stocks and securities convertible
into common stocks.

  AN MANAGED PORTFOLIO ... seeks to achieve growth of capital and/or current
income by investing in a diversified portfolio consisting of, at the American
National Fund's investment adviser's discretion, money market instruments, debt
securities, stock or a combination thereof. It is anticipated that over longer
periods a larger portion of the Managed Portfolio will consist of equity
securities.     

  Securities Management and Research, Inc. ("SM&R") is the investment adviser
and manager of the American National Fund. It also provides investment advisory
and portfolio management services to American National and other clients. It
maintains a staff of experienced investment personnel and related support
facilities. Detailed information about the American National Fund Management
Fees is contained in the American National Fund Prospectus. Such fees exceed the
industry average for advisory and administrative fees.

THE FIDELITY FUNDS

  Pursuant to a Participation Agreement between American National, Fidelity
Distributors Corporation and the Fidelity Funds, ten of the Subaccounts of the
Separate Account invest in the shares of ten corresponding portfolios of the
Fidelity Funds. The Fidelity Funds are registered with the SEC under the 1940
Act as open-end diversified, series management investment companies organized as
Massachusetts business trusts. The Fidelity Funds' shares are also purchased by
American National Variable Life Separate Account.
    
  Fidelity Management & Research Company ("FMR"), the Fidelity Funds' investment
adviser, was founded in 1946. FMR provides a number of mutual funds and other
clients with investment research and portfolio management services. It maintains
a large staff of experienced investment personal and a full compliment of
related support facilities. Fidelity Management & Research (U.K.) Inc. ("FMR
U.K.") and Fidelity Management  and Research (Far East) Inc. ("FMR Far East")
are wholly owned subsidiaries of FMR that provide research with respect to
foreign securities. FMR U.K. and FMR Far East maintain their principal business
offices in London and Tokyo, respectively. As of December 31, 1996, FMR advised
funds having more than 22 million shareholder accounts with a total value of
more than $270 billion. Fidelity Distributors Corporation distributes shares for
the Fidelity funds. FMR Corp. is the holding company for the Fidelity companies.
Through ownership of voting common stock, Edward C. Johnson 3d, President and a
Trustee of the Fidelity Funds, and various trusts for the benefit of Johnson
family members form a controlling group with respect to FMR Corp.     

  The Management, Distribution and Service Fees for the Fidelity Funds are
explained in the Fidelity Funds' Prospectuses.

  The Separate Account will purchase and redeem shares from the Fidelity Funds
at net asset value.
  
  The investment objectives and policies of each portfolio of the Fidelity Funds
are summarized below. There is no assurance that

                                       13
<PAGE>
 
any of the portfolios will achieve their stated objectives. More detailed
information, including a description of investment objectives, policies,
restrictions, expenses and risks, is in the prospectus for each of the Fidelity
Funds which must accompany this Prospectus and which should be read carefully
together with this Prospectus and retained. The Fidelity Funds are series mutual
funds which currently have a total of thirteen separate investment portfolios,
ten of which are Eligible Portfolios.
    
  VIP II INVESTMENT GRADE BOND PORTFOLIO ... seeks as high a level of current
income as is consistent with the preservation of capital by investing in a broad
range of investment-grade fixed-income securities. The VIP II Investment Grade
Bond Portfolio will maintain a dollar-weighted average portfolio maturity of ten
years or less.

  VIP EQUITY INCOME PORTFOLIO ... seeks reasonable income by investing primarily
in income-producing equity securities. In choosing these securities, the VIP
Equity-Income Portfolio will also consider the potential for capital
appreciation. The VIP Equity-Income Portfolio's goal is to achieve a yield which
exceeds the composite yield on the securities comprising the Standard & Poor's
500 Composite Stock Price Index.

  VIP HIGH INCOME PORTFOLIO ... seeks to obtain a high level of current income
by investing primarily in high-yielding, lower-rated, fixed-income securities,
while also considering growth of capital. High yielding, lower-rated securities
present higher risks of untimely interest and principal payments, default and
price volatility than higher-quality securities, and may present problems of
liquidity and valuation. See the prospectus describing the VIP High Income
Portfolio for more information on the risks of investing in high-yielding,
lower-rated securities.

  VIP GROWTH PORTFOLIO ... seeks to achieve capital appreciation. The VIP Growth
Portfolio normally purchases common stocks, although its investments are not
restricted to any one type of security. Capital appreciation may also be found
in other types of securities, including bonds and preferred stocks.

  VIP OVERSEAS PORTFOLIO ... seeks long term growth of capital primarily through
investments in foreign securities. VIP Overseas Portfolio provides a means for
investors to diversify their own portfolios by participating in companies and
economies outside of the United States.

  VIP MONEY MARKET PORTFOLIO ... seeks to obtain as high a level of current
income as is consistent with preserving capital and providing liquidity. The VIP
Money Market Portfolio will invest only in high quality U.S. dollar denominated
money market securities of domestic and foreign issuers.

  VIP II ASSET MANAGER PORTFOLIO ... seeks high total return with reduced risk
over the long-term by allocating its assets among stocks, bonds and short-term
fixed-income instruments.

  VIP II INDEX 500 PORTFOLIO ... seeks to provide investment results that
correspond to the total return (i.e., the combination of capital charges and
income) of common stocks publicly traded in the United States. In seeking this
objective, the Index 500 Portfolio attempts to duplicate the composition and
total return of the Standard & Poor's 500 Composite Stock Price Index while
keeping transaction cost and other expense low. The VIP II Index 500 Portfolio
is designed as a long-term investment option.

  VIP II CONTRAFUND PORTFOLIO ... seeks capital appreciation by investing in
companies FMR believes to be undervalued due to an overly pessimistic appraisal
by the public. In pursuit of the fund's goal, FMR looks for companies with the
following characteristics: (i) unpopular, but improvements seem possible due to
developments such as a change in management, a new product line, or an improved
balance sheet, (ii) recently popular, but temporarily out of favor due to short-
term or one-time factors, or (iii) undervalued compared to other companies in
the same industry.

  VIP II ASSET MANAGER: GROWTH PORTFOLIO ... seeks to maximize total return over
the long term by allocating its assets among stocks, bonds, and short-term
instruments. Allocating among different types of investments allows the fund to
take advantage of opportunities wherever they may occur, but also subjects the
fund to the risks of a given investment type.     

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

  American National reserves the right, subject to applicable law, to make
additions to, deletions from, or substitutions for the shares that are held in
the Separate Account or that the Separate Account may purchase. If the shares of
an Eligible Portfolio are no longer available for investment or if in American
National's judgment further investment in any Eligible Portfolio should become
inappropriate in view of the purposes of the Separate Account, American National
may redeem the shares, if any, of that Eligible Portfolio, and substitute shares
of another registered open-end management company. American National will not
substitute any shares attributable to a Contractowner's interest in a Subaccount
of the Separate Account without notice and prior approval of the SEC and
possibly state insurance authorities, to the extent required by the 1940 Act or
other applicable law. The Separate Account may, to the extent permitted by law,
purchase other securities for other contracts or permit a conversion between
contracts upon request by the Contractowners.

  American National also reserves the right to establish additional Subaccounts
of the Separate Account, each of which would invest in shares corresponding to a
new portfolio of the American National Fund or in shares of another investment
company having a corresponding investment objective. American National may
eliminate one or more Subaccounts with SEC approval if marketing needs, tax
considerations or investment conditions warrant. Any new Subaccounts may be made
available to existing Contractowners on a basis to be determined by American
National.

  If any of these substitutions or changes are made, American National may by
appropriate endorsement change the Contract to reflect the substitution or
change. If American National deems it to be in the best interest of
Contractowners, and subject to any 

                                       14
<PAGE>
 
approvals that may be required under applicable law, the Separate Account may be
operated as a management company under the 1940 Act, it may be registered under
that Act if registration is no longer required, or it may be combined with other
American National Separate Accounts. In addition, American National may, when
permitted by law, restrict or eliminate any voting rights as to the Separate
Account.

  The Contractowner will be notified of any material change in the investment
policy of any Eligible Portfolio in which the Contractowner has an interest.

  Unless Contractowners have directed a different allocation, shares of the
American National Fund and the Fidelity Funds will be redeemed, pro rata, to the
extent necessary for American National to collect charges under the Contract, to
pay the surrender value upon full or partial surrenders of the Contracts, to
make policy loans, to provide benefits under the Contract, or to transfer assets
from one Subaccount to another or to the Fixed Account. Any dividend or capital
gain distribution received from an Eligible Portfolio will be reinvested
immediately at net asset value in shares of that Eligible Portfolio and retained
as assets of the corresponding subaccount.

  Each Contractowner should periodically consider the allocation among the
Subaccounts and the Fixed Account in light of current market conditions and the
investment risks attendant to investing in the American National Fund's and the
Fidelity Fund's various portfolios.

                                 FIXED ACCOUNT

  During the Accumulation Period, Contractowners may elect to allocate all or a
portion of their Net Purchase Payment to the Fixed Account and, subject to
certain limitations, they may also transfer Accumulation Value from the
Subaccount to the Fixed Account. Transfers from the Fixed Account to the
Subaccount are restricted. (See Transfers Prior to Annuity Date, page 16.)

  Net Purchase Payments allocated to the Fixed Account and transfers from a
Subaccount to the Fixed Account are placed in the General Account of American
National. The General Account includes all of American National's assets except
those segregated in its separate accounts. American National has the sole
discretion to invest the assets of its General Account, subject to applicable
law. American National bears an investment risk for all amounts allocated or
transferred to the Fixed Account and interest credited thereto, less any
deduction for charges and expenses, whereas the Contract owner bears the
investment risk that the declared rate will fall to a lower rate after the
expiration of a declared rate period. Because of exemptive and exclusionary
provisions, interests in the General Account have not been registered under the
Securities Act (the O1933 Act's), nor is the General Account registered as an
investment company under the 1940 Act. Accordingly, neither the General Account
nor any interest therein is generally subject to the provisions of the 1933 or
1940 Act. American National understands that the staff of the SEC has not
reviewed the disclosures in this Prospectus relating to the Fixed Account
portion of the Contract; however, disclosures regarding the Fixed Account
portion of the Contract may be subject to generally applicable provisions of the
federal securities laws regarding the accuracy and completeness of statements
made in prospectuses.

  American National guarantees that it will credit interest to the Fixed Account
at an effective annual rate of at least 3.0% compounded daily. American National
may, at its discretion, declare higher interest rate(s) for amounts allocated or
transferred to the Fixed Account.

                                   CONTRACTS

PURPOSE OF THE CONTRACTS

  The Contracts described in this Prospectus may be issued for use with
retirement plans and trusts qualified under the Internal Revenue Code of 1986,
as amended (the "Code"), for favorable tax treatment ("Qualified Contracts") and
for use with plans and trusts which are not so qualified ("Non-Qualified
Contracts"). See section entitled "Federal Tax Matters-Qualified Contracts,"
page 23 for further details.

  The terms of the Contracts may only be changed by mutual agreement between
American National and each Contractowner, except as described in "Substitution
of Investments, on page 14; for changes required to make the Contracts comply
with any law or regulation issued by a governmental agency to which American
National or the Contracts are subject; and for changes necessary to assure
continued qualification of the Contracts under the Internal Revenue Code.

TYPES OF CONTRACTS

 This Prospectus offers the following two general types of Variable Annuity
Contracts:

                           DEFERRED ANNUITY CONTRACT

  This type of Contract allows an individual to vary the Purchase Payments or
pay a single Purchase Payment. There are two types 

                                       15
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of Flexible or Single Purchase Payment Deferred Annuities: Non-qualified and
Qualified. Annuity payments will commence at a later date.

                          IMMEDIATE ANNUITY CONTRACT

  This form of Immediate Annuity Contract is used by an individual making a
single Purchase Payment. The individual will receive Immediate Annuity payments
annually, semi-annually, quarterly or monthly.

  The availability of any Variable Annuity Contract described herein in any
particular state is dependent upon the approval of that Contract by that state.

CONTRACT APPLICATION AND PURCHASE PAYMENTS

  Individuals wishing to purchase a Contract must complete an application and
provide the required initial Purchase Payment which will be sent to American
National's Home Office. (See page 16, Allocation of Purchase Payments.) If an
incomplete application cannot be completed within five days of its receipt, the
applicant will be notified of the reasons for the delay and any payment received
will be returned immediately unless the applicant specifically consents to have
American National retain the payment pending completion of the application.
    
  As indicated earlier, Contractowners have a "free look" period, generally ten
days, within which a Contractowner can return the Contract to American
National's Home Office and American National will then refund the greater of all
Purchase Payments made by the Contractowner or the Accumulation Value plus any
premium taxes, mortality and risk fees and advisory fees deducted. The "free
look" period is established by state law and generally runs ten days after the
Contractowner receives the Contract. American National requires that all Net
Purchase Payments received by American National during the 15-day period after
the Date of Issue are allocated to the Subaccount of the VIP Money Market
Portfolio of the Fidelity Funds. Thereafter, such amounts allocated to the
Subaccount of the Money Market Portfolio and Net Purchase Payments paid are
allocated as directed by the Contractowner. No surrender charges are assessed on
premiums returned during this "free look" period.     

  Deferred Annuity Contracts require certain minimum initial and subsequent
Purchase Payments. For Flexible Purchase Payment Deferred Annuity Contracts, the
minimum initial monthly and subsequent payments are $100. Single Purchase
Payment Deferred Annuity Contracts require a minimum single payment of $5,000.
The maximum Purchase Payment under any Deferred Annuity Contract is $1,000,000
without the prior approval of American National. For Immediate Annuity
Contracts, the minimum initial investment is $2,000. These amounts may be
changed at the sole discretion of American National. In addition, American
National reserves the right to terminate any Deferred Annuity Contract for
certain specified reasons, including failure of the Accumulation Value to meet
certain specified minimums.

  For a Flexible Purchase Payment Deferred Annuity Contract, Purchase Payments
may be made at such intervals as desired, but are usually made on an annual,
semi-annual, quarterly or monthly basis. The frequency of Purchase Payments may
be changed by the Contractowners. If Purchase Payments cease, they may be
resumed at a future date, subject to the Annuity Date requirements. The number
of changes permitted and the maximum payments allowed under the Internal Revenue
Code for Qualified Contracts vary depending on the type of Plan. Failure to
comply with those limitations may subject the Contract to adverse tax treatment.

ALLOCATION OF PURCHASE PAYMENTS

  After the "free lookO period, Net Purchase Payments will be allocated to each
Subaccount in accordance with the written instructions contained in the
application. The Contractowner may by written instruction to the Home Office
indicate one or more Subaccounts and/or the Fixed Account to which a specified
portion or portions of the Net Purchase Payment should be applied, except that
no allocation will be permitted which would result in less than 10% of the Net
Purchase Payment being allocated to any one Subaccount and/or the Fixed Account.
Changes in allocation of future Net Purchase Payments (with the same 10%
minimum) may be made at any time by written instruction to the Home Office or by
telephone instruction, provided that a properly completed Telephone Transfer
Authorization Form is on file with American National.

CREDITING OF ACCUMULATION UNITS

  During the Accumulation Period, all Net Purchase Payments received will
purchase Accumulation Units in the Subaccount selected and/or allocated to the
Fixed Account. The number of Accumulation Units purchased is determined by
dividing the dollar amount of the Net Purchase Payment allocated to the
Subaccount by the Accumulation Unit Value for that Subaccount next computed
following allocation of the Net Purchase Payment to such Subaccount.

DETERMINING THE ACCUMULATION UNIT VALUES

  The Accumulation Unit Value of each Subaccount reflects the investment
performance of that Subaccount. The Accumulation Unit Value of each Subaccount
shall be calculated by: (i) multiplying the per share net asset value of the
corresponding Eligible Portfolio on the Valuation Date times the number of
shares held by the Subaccount, after the purchase or redemption of any shares on
that date; (ii) subtracting therefrom a charge for the administrative fee,
distribution expense charge and the mortality and expense risk fee for that
Subaccount and (iii) dividing the result by the total number of units held in
the Subaccount on the Valuation Date, before the purchase or redemption of any
units on that date. The Accumulation Unit Value for each Subaccount shall be
calculated at the end of each Valuation Period. Investment performance of the
portfolio companies, portfolio company expenses, and the deduction of certain
charges affect the Accumulation Unit Value for each Subaccount.

TRANSFERS PRIOR TO ANNUITY DATE

  Accumulation Value may be transferred among the Subaccounts and/or the Fixed
Account subject to the following limits. The transfers may be requested in
person, by mail, or by telephone. A Telephone Transfer Authorization Form must
be on 

                                       16
<PAGE>
 
file at American National's home office before any telephone instructions
will be allowed. The total amount transferred from each Subaccount must be at
least $250, or the balance of the Subaccount, if less. The minimum amount that
may remain in a Subaccount after a transfer is $100. American National will
effectuate transfers and determine all values in connection with transfers on
the later of the date designated in the request or at the end of the Valuation
Period during which the transfer request is received. Transfers from the Fixed
Account to the Subaccounts are allowed subject to the following limits. Once
each Contract Year, during the thirty-day period beginning on the Contract
anniversary, the maximum amount which may be transferred from the Fixed Account
to the Subaccounts is the greater of (a) twenty-five percent of the amount in
the Fixed Account, or (b) $1,000.

  The first twelve transfers per Contract Year will be permitted free of charge.
Any additional transfers will be charged a $10.00 fee at the time of the
transfer and will be deducted from the amount transferred. (See Exchange Fee,
page 18). Transfers resulting from policy loans will not be subject to a
transfer charge. In addition, such policy loans will not be counted for purposes
of the limitation on the number of free transfers allowed in each year. American
National may at any time revoke or modify the transfer privilege, including the
number and minimum amount transferable. For a discussion of transfers after the
Annuity Date, see "Allocation of Benefits" at page 21.

                            CONTRACTOWNER INQUIRIES

  Contractowner inquiries should be addressed to American National Insurance
Company, One Moody Plaza, Galveston, Texas 77550-7999, or made by calling 
(409) 763-4661.

            CHARGES AND DEDUCTIONS DURING THE ACCUMULATION PERIOD 

SURRENDER CHARGE

  Since no deduction for a sales charge is made from Purchase Payments, a
contingent deferred sales charge (a "Surrender Charge") is imposed on certain
partial and full withdrawals to cover certain expenses relating to the
distribution of the Contracts. An amount of the Accumulation Value equal to the
greater of (i) Accumulation Value less total Purchase Payments made, or (ii) 10%
of the Accumulation Value in a Contract Year, may be withdrawn without a
Surrender Charge. On withdrawals of that portion of the Accumulation Value
representing Purchase Payments, a Surrender Charge is imposed based upon the
number of Contract Years since the Contract Year in which the Purchase Payments
withdrawn were paid, on a first paid, first withdrawn basis. The Surrender
Charge is a maximum of 7% of the Purchase Payment withdrawn and grades down to
zero in the eighth Contract Year after the Purchase Payment being withdrawn was
made.

  In no event will the sum of all surrender charges and the distribution expense
charges assessed exceed 9.0% of total Purchase Payments paid. (See the chart
under "Contractowners Transaction Expenses" at Page 7.)

OTHER CHARGES

(a)  Administrative Charges

     American National's administrative charges consist of an annual contract
     fee and a daily administrative asset fee. These administrative charges are
     to cover all fixed and varying costs of administering the Contract. These
     charges are designed only to reimburse American National for the cost of
     administration and are not intended to produce a profit.

     The annual contract fee is charged at the end of each Contract Year to
     cover American National's fixed cost of administration of the Contract. The
     charge is $25.00 for Non-qualified Deferred Annuity Contracts and $30.00
     for all Qualified Deferred Annuity Contracts. When a Contract is
     surrendered for its full value, a pro rata portion of the annual contract
     fee will be deducted at the time of full surrender.

     Immediate Annuity Contracts have a one time contract fee of $100.00 when
     the single Purchase Payment is paid.

     An administrative asset fee is charged daily at an annual rate of 0.10% to
     each Subaccount to cover the varying costs of a Deferred Annuity Contract.

(b)  State Premium Taxes

     An amount for state premium taxes (which presently range from 0% to 3.5%)
     will be deducted if assessed by a given state. American National's current
     practice is to deduct any state premium tax imposed by a State upon
     annuitization of the Contracts. In some states, however, premium taxes must
     be deducted from Purchase Payments made under the Contracts 

                                       17
<PAGE>
 
     when the payments are received by American National.

(c)  Mortality and Expense Risk Fee

     American National assumes a number of risks under the Contracts. While
     annuity payments will vary in accordance with the investment performance of
     the selected Subaccounts, the amount of such payments will not be decreased
     because of adverse mortality experiences of Annuitants as a class or
     because of an increase in actual expenses of American National over the
     expense charges provided for in the Contracts. American National assumes
     the risk that Annuitants as a class may live longer than expected
     (necessitating a greater number of annuity payments) and that fees deducted
     may not prove sufficient to cover its actual costs. In assuming these
     risks, American National agrees to continue annuity payments under life-
     contingent annuity options determined in accordance with the annuity tables
     and other provisions of the Contracts, to the Annuitant or other payee for
     as long as he or she may live. In addition, American National is at risk
     for the death benefits payable under the Contracts, to the extent that the
     death benefit in such cases exceeds the Accumulation Value.

     For American National's contractual promises to accept these risks, a 0.80%
     per annum Mortality Risk Fee and a 0.45% per annum Expense Risk Fee will be
     assessed daily against the Separate Account based on the value of its net
     assets. This fee is assessed during the Accumulation Period and during the
     Annuity Period. American National could realize a gain or a loss from such
     fee depending on the mortality and expenses actually incurred.

(d)  Distribution Expense Charge
    
     A distribution expense is assessed daily to each Subaccount to compensate
     American National for the risk that surrender charges assessed under the
     Contracts may be insufficient to cover the costs of distributing the
     Contracts. The distribution expense charge is 0.05% annually for Qualified
     and Non-qualified Deferred Annuity Contracts. If the distribution expense
     charge is insufficient to cover the actual risk assumed, American National
     will bear the loss; however if the charge is more than sufficient, any
     excess will be a profit to American National. The sum of all surrender
     charges and the distribution expense charges assessed will at no time
     exceed 9.0% of all Purchase Payments paid.     

(e)  Charges for Taxes

     Currently, no charge will be made against the Separate Account for federal,
     state or local income taxes. American National may, however, make such a
     charge in the future if income or gains within the Separate Account will
     incur any federal, or any significant state or local tax treatment or if
     tax treatment of American National changes. Charges for such taxes, if any,
     would be deducted from the Separate Account and/or the Fixed Account.
     American National would not realize a profit on such taxes with respect to
     the Contracts.

(f)  Exchange Fee

     An exchange fee of $10.00 will be imposed for each additional transfer
     among the Subaccounts and Fixed Account after twelve transfers per Contract
     Year to compensate American National for the costs of effecting the
     transfer. Since the fee reimburses American National for the cost of
     effecting the transfer only, American National does not expect to make any
     profit from the exchange fee. This fee will be deducted from the amount
     transferred. The exchange fee will not be imposed on transfers that occur
     as a result of policy loans. The amount of the transfer charge will not be
     increased.

DEDUCTION OF FEES

  When annual contract fees are deducted from the Accumulation Value of a
Contract, the deductions shall be allocated among the Subaccounts and the Fixed
Account in the same proportion as the Accumulation Value in each Subaccount and
the Fixed Account bears to the total Accumulation Value on that date.

EXCEPTIONS TO CHARGES

  The surrender charges, distribution expense charges or other administrative
charges or deductions may be reduced for sales of Contracts to a trustee,
employer, or similar entity representing a group where American National
determines that such sales result in savings of sales or administrative
expenses. In addition, directors, officers and bona fide full-time employees
(and their spouses and minor children) of SM&R and American National are
permitted to purchase Contracts with substantial reduction of the surrender
charges or other administrative charges or deductions.

                                       18
<PAGE>
 
                       DISTRIBUTIONS UNDER THE CONTRACT
                              ACCUMULATION PERIOD


FULL AND PARTIAL SURRENDERS

  Any Contract may be surrendered in full or partially during the Accumulation
Period, subject to the limitations discussed herein. If a partial surrender
would leave less than $250 total Accumulation Value in the Contract, then the
Contract will be fully surrendered. A request for a partial surrender should
specify the allocation of that surrender, as applicable, from the Fixed Account
and each Subaccount. In the absence of specification, American National will
take amounts in the same proportion as needed to satisfy the surrender in the
manner set forth in "Deduction of Fees," on page 18. Upon a partial surrender,
any charges will be deducted from the amount of the surrender.

  Upon receipt of an application for a partial or full surrender of a Contract
signed by the Contractowner, the applicable Accumulation Unit Value will be that
next determined after such application is received in American National's Home
Office. The Accumulation Value of a Contract which is available for full
surrender may be determined by multiplying the number of Accumulation Units for
each Subaccount times the Accumulation Unit Value at that time, adding any
Accumulation Value in the Fixed Account and deducting pro rata annual
administrative fees and any surrender charge. Partial or full surrenders will be
paid within seven days of receipt of the written request in proper form, except
as described below.

  If at the time the Contractowner makes a surrender request, he or she has not
provided American National with a written election not to have federal and state
income taxes withheld, American National is required by law to withhold such
taxes from the taxable portion of any surrender, and to remit that amount to the
federal and/or state government.

POLICY LOANS IN SPECIAL CIRCUMSTANCES

  Policy loans are allowed on Qualified Deferred Annuity Contracts where Federal
Law permits policy loans to be taken without being considered a taxable
distribution. Policy loans are not allowed on Non-Qualified Deferred Annuity
Contracts because of adverse tax consequences.

POLICY LOANS

  After the first year, the Contractowner may borrow money from American
National using the Contract as the only security for the policy loan. Policy
loans are usually funded within seven days after receipt of a written request in
proper form. Only one loan will be permitted at any time. Policy loans may have
a tax consequence. (See Federal Tax Matters, page 22.)

(a)  Policy Loan Amount

     The policy loan amount cannot be less than $2,500 nor exceed the lesser of:

     (1) 50% of the Contract's Accumulation Value less surrender charges on the
         date of the policy loan; or

     (2)  $50,000.00.

(b)  Loan Interest

     American National will charge interest daily on any policy loan at an
     annual loan interest rate not to exceed 8%. Interest is due:

     (1) at the end of each Contract Year; or

     (2) when the policy loan is paid back, if that comes first.

     If interest is not paid when due, it will become part of the policy loan
     and will accrue interest charges.

(c)  Effect of Policy Loans

     When a policy loan is made, Accumulation Value equal to the amount of the
     policy loan will be transferred from the Accumulation Value in the Separate
     Account and/or the Fixed Account to American National's General Account as
     security for the Policy Debt. The Accumulation Value securing the policy
     loan will earn interest at an annual rate not less than 3.0% which will be
     credited at the end of the Contract Year. The Accumulation Value securing
     the policy loan will be allocated among the Subaccounts and/or the Fixed
     Account in accordance with the instructions given by the Contractowner when
     the policy loan is requested. The minimum amount which can remain in a
     Subaccount or the Fixed Account after a policy loan is $100. In the event
     no allocation instructions are provided or the allocation instructions
     conflict with this minimum held in Subaccounts, the policy loan amount will
     be processed in the manner as set forth in the "Deduction of Fees" on page
     18. American National will transfer Accumulation Value from the Subaccounts
     and/or the Fixed Account to secure loan interest which is not paid when due
     in any Contract Year. (Refer to "Deduction of Fees" on page 18.)

     A policy loan will permanently affect the Accumulation Value of a Contract
     even if the policy loan is repaid. The effect could be favorable or
     unfavorable depending on whether the investment performance of the
     Subaccount(s) selected by the Contractowner is less than or greater than
     the interest rate credited to the Accumulation Value held in the General
     Account to secure the policy loan. In comparison to a Contract under which
     no policy loan was made, the Accumulation Value will be lower if the
     General Account interest rate is less than the investment performance of
     the Subaccount(s), and greater if the General Account interest rate is
     higher than the investment performance of the Subaccount(s).

     Interest earned on amounts held in the General Account will be allocated to
     the Subaccounts and the Fixed Account on each Contract anniversary in the
     same proportion that Net Purchase Payments are being allocated to those
     Subaccounts and the Fixed Account at the time. Upon repayment of Policy
     Debt, the portion of the repayment allocated in 

                                       19
<PAGE>
 
     accordance with the repayment of indebtedness provision will be transferred
     to increase the Accumulation Value in that Subaccount and/or the Fixed
     Account.

(d)  Policy Debt

     All outstanding policy loans together with accrued interest thereon will be
     a Policy Debt. The Contract will terminate and have no value if at any time
     the Policy Debt on the Contract equals or exceeds the Accumulation Value
     less surrender charges. The effective date of termination will be 31 days
     after American National has mailed notice of termination to the
     Contractowner's last known address and the Contractowner has not paid the
     Policy Debt exceeding surrender amount.

     If a surrender is requested while any policy loan is outstanding, the
     Accumulation Value will be reduced by the Policy Debt, if any, and any
     surrender charges.

     If any death benefit proceeds or annuity benefits become due and payable
     while any policy loan is outstanding, the amount of proceeds will be
     reduced by the Policy Debt.

(e)  Policy Loan Repayment

     All policy loans, other than "Home Loans," must be repaid in full on or
     before the fifth anniversary of the date of the policy loan. All policy
     loans may be repaid in a lump sum payment or, at American National's
     discretion in installments. All policy loan payments must be at least
     $10.00.

     Any Policy Debt, other than Policy Debt on a "Home Loan," which remains
     unpaid after the fifth anniversary of the date of policy loan will be
     deemed a distribution of the Contract proceeds. The Contract will be
     reduced by the amount of any such balance. (Refer to Tax Section.)

     "Home Loan" means any policy loan obtained for the purpose of acquiring,
     constructing, reconstructing or substantially rehabilitating a dwelling
     unit for use by the Contractowner (as defined in Section 267(c) of the
     Internal Revenue Code) as a principal place of residence for a reasonable
     period of time.

     "Home Loans" may be repaid over a period of time not to exceed 15 years,
     with level installment payments made not less frequently than quarterly.

DEATH BENEFIT DURING ACCUMULATION PERIOD
    
  In the event of Annuitant's death prior to the Annuity Date, a death benefit
will be payable equal to the greater of: (i) Accumulation Value less Policy Debt
on the date that notice of death is received by American National at its home
office in Galveston, Texas, or (ii) the Minimum Guaranteed Death Benefit on the
Contract less Policy Debt. The death benefit will be paid in a lump sum to the
beneficiary named in the contract usually within seven business days of receipt
of proof of death in proper form.      

  In lieu of payment in one lump sum, the Contractowner may elect that the death
benefit be applied under any one of the annuity options described on page 21. If
the Contractowner did not make such an election, the beneficiary may do so. The
person selecting the annuity option settlement may also designate contingent
beneficiaries to receive any further amounts due, should the first beneficiary
die before completion of the specified payments. The manner in which annuity
payments to the beneficiary are determined and in which they may vary from month
to month are described under "Annuity Period," on page 20.

                                ANNUITY PERIOD

  All or a part of any amount payable at the Annuity Date for Deferred Annuity
Contracts may be applied to any of the Annuity Options. American National will
discharge in a single sum any liability under an assignment of the Contract and
any applicable federal or state taxes, fees or assessments based on or
predicated on the purchase payments of this contract which have not otherwise
been deducted or offset. The remaining amount is the net sum payable. The
minimum amount that American National will apply to an Annuity Option is $2,000.
American National's consent is required for any payment to a corporation,
association, partnership, or trustee.

ELECTION OF ANNUITY DATE AND FORM OF ANNUITY

(a)  Non-Qualified Contracts

     The date on which annuity payments are to begin and the form of annuity are
     elected in the application. A Contract may not be purchased after age 85
     and annuity payments must begin no later than age 95.

(b)  Qualified Contracts

     The date on which annuity payments are to begin and the form of annuity are
     elected in the application. A Contract may not be purchased after age 70
     and annuity payments must begin no later than April 1st of the calendar
     year following the calendar year in which the Annuitant reaches 70-1/2.

     If no election of an Annuity Date is made under a Contract, American
     National reserves the right to automatically begin payments at age 65 (or
     if age at purchase was over 55, then 10 years after issue) under Option 2,
     Life Annuity with 120 monthly payments certain. Once an Annuity Payment is
     made, the Annuity Option can not be changed to another Annuity Option. (See
     "Federal Tax Matters" on page 22.)

                                       20
<PAGE>
 
ALLOCATION OF BENEFITS

  If no election is made to the contrary, the Accumulation Units of each
Subaccount will be changed into Annuity Units and applied to provide a Variable
Annuity based on that Subaccount.

  In lieu of this automatic allocation of annuity benefits the Contractowner may
elect to transfer his or her Accumulation Units to any other Eligible Portfolio.
After the Annuity Date, transfers among Subaccounts may be made twelve times
each Contract year. Each Contractowner may transfer Annuity Units of one
Subaccount into Annuity Units of another Subaccount and/or Fixed Accounts as
discussed above at any time other than during the five-day interval prior to and
including any annuity payment date. There are no transfers allowed during the
Annuity Period from the Fixed Account to the Separate Account.

  No election may be made for any individual unless such election would produce
an initial annuity payment of at least $20.

ANNUITY OPTIONS

 The following annuity options are available.

  Option 1 - Life Annuity - Annuity payment payable monthly during the lifetime
of an individual, ceasing with the last annuity payment due prior to the death
of the individual. This option offers the maximum level of monthly annuity
payments since there is no provision for a minimum number of annuity payments or
a death benefit for beneficiaries. It would be possible under this option for an
individual to receive only one annuity payment if death occurred prior to the
due date of the second annuity payment, two if death occurred before the third
annuity payment date, etc.

  Option 2 - Life Annuity with ten or 20 Years Certain - An annuity payable
monthly during the lifetime of an individual with payments made for a period
certain of not less than ten or 20 years, as elected. The annuity payments will
be continued to a designated beneficiary until the end of the period certain.

  Option 3 - Unit Refund Life Annuity - An annuity payable monthly during the
lifetime of an individual with annuity payments made for a period certain not
less than the number of months determined by dividing the amount applied under
this option by the amount of the first monthly annuity payment. This option
guarantees that the annuity units but not the dollar value applied under a
Variable Annuity payout will be repaid to the Annuitant or his beneficiary.

  Option 4 - Joint and Survivor Annuity - An annuity payable monthly during the
joint lifetime of an individual and another named individual and thereafter
during the lifetime of the survivor, ceasing with the last annuity payment due
prior to the death of the survivor. It would be possible under this option, for
only one annuity payment to be made if both individuals under the option died
prior to the second annuity payment date, or only two annuity payments if both
died prior to the third annuity payment date, etc.

  Option 5 - Installment Payments, Fixed Period - An amount payable monthly for
any specified number of years not exceeding 20. The amount of each Variable
Annuity payment will be determined by multiplying (a) and (b) where (a) is the
Annuity Unit Value on the day the annuity payment is made and (b) is the number
of Annuity Units applied under this Option divided by the number of remaining
monthly annuity payments.

  Option 6 - Equal Installment Payments, Fixed Amount - An amount payable in
equal monthly installments (not less than $6.25 per $1,000 applied) until the
amount applied, adjusted daily by the investment results, is exhausted. The
final annuity payment will be the remaining sum left with American National.

  Option 7 - Deposit Option - The amount due may be left on deposit with
American National for placement in its Fixed Account with interest at the rate
of not less than 3.0% per year. Interest will be paid annually, semiannually,
quarterly or monthly as elected. This option may not be available under certain
Qualified Contracts.

  Option 8 - IRC Age Recalculation - An annuity payment based upon the
Annuitant's life expectancy, or the joint life expectancies of the Annuitant and
a beneficiary, at the Annuitant's attained age (and the beneficiary's attained
or adjusted age, if applicable) each year as computed in reference to actuarial
tables prescribed by the Treasury Secretary, until the amount applied, adjusted
daily by the investment results, is exhausted.

  At any time, any amount remaining under Option 5, 6 or 7 may be withdrawn as a
lump sum or, if that amount is at least $2,000, may be applied under any one of
the first four Options. The lump sum payment requested will be paid within seven
days of receipt of the request at the Home Office based on the value next
computed after receipt of the request.

  Other Annuity Forms - Provision may be made for annuity payments in any
reasonable arrangement mutually agreed upon.

  If the beneficiary dies while receiving annuity payments certain under Option
2, 3, 5, 6 or 8 above, the present value will be paid in a lump sum to the
estate of the beneficiary.

VALUE OF VARIABLE ANNUITY PAYMENTS:
ASSUMED INVESTMENT RATES

  The annuity tables in the Contract which are used to calculate the annuity
payments are based on an "assumed investment rate" of 3.0%. If the actual
investment performance of the particular Subaccount selected is such that the
net investment return to the Contract is 3.0% per annum, the annuity payments
will remain constant. If the net investment return exceeds 3.0%, the annuity
payments will increase and if the return is less than 3.0%, the annuity payments
will decline.

  The annuity payment will be greater for shorter guaranteed periods than for
longer guaranteed periods, and greater for life annuities than for joint and
survivor annuities, because the life annuities are expected to be made for a
shorter period.

                                       21
<PAGE>
 
  At the election of the Contractowner, where state law permits, an Immediate
Annuity Contract may provide annuity benefits based on an assumed investment
rate other than 3.0%. The annuity rates for Immediate Annuity Contracts are
available upon request from American National's home office.

ANNUITY PROVISIONS

  Non-qualified life contingent annuity payments are determined on the basis of
the mortality table (1983 Table a projected to 1993, and 3.0% interest) which
generally reflects the age and sex of the Annuitant and the type of annuity
option selected, and varies with the investment performance of the Eligible
Portfolios in which the Contractowner has invested.

  Qualified life contingent annuity payments are determined on the basis of the
mortality table [1983 Table a (female) projected to 1993, and 3.0% interest]
which generally reflects the age of the Annuitant and type of annuity option
selected and varies with the investment performance of the Eligible Portfolios
in which the Contractowner has invested.

  Payment of any amount upon surrender, upon a request for policy loans,
benefits payable in connection with death, annuity payments, and transfers may
be postponed whenever: (i) the New York Stock Exchange is closed other than
customary week-end and holiday closings, or trading on the New York Stock
Exchange is restricted as determined by the Securities and Exchange Commission
("Commission"); (ii) the Commission by order permits postponement for the
protection of the Policyowners; or (iii) an emergency exists, as determined by
the Commission, as a result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to determine the value of the
Separate Account's net assets.

                              FEDERAL TAX MATTERS

INTRODUCTION

  The following discussion is general in nature and is not intended as tax
advice for each Contractowner. It does not address the tax consequences
resulting from all situations in which each Contractowner may be entitled to or
may receive a distribution under a Contract. Tax advice should be sought from a
competent source prior to purchase. The discussion below is based on American
National's understanding of the present federal tax law as currently interpreted
by the Internal Revenue Service. No representation is made as to the
continuation of present federal tax law or its current interpretation. State tax
law may also be applicable.

TAXATION OF ANNUITIES IN GENERAL

  A Contractowner, other than a corporate owner or an owner that is not a
natural person, is not generally subject to income tax on increases in the
Accumulation Value of the Contract until payments are received under the
Contract. Income taxation of the benefits received under the Contract, whether
before or after the Annuity Date, is determined under Section 72 of the Code.

  Any distribution whether a full or partial surrender, prior to the Annuity
Date may subject the Contractowner to income tax. For this purpose, a policy
loan under any Contract, or an assignment or pledge (or an agreement to assign
or pledge) is considered a distribution prior to the Annuity Date.

  If the distribution prior to Annuity Date is by full surrender, the
Contractowner is taxed on the amount distributed less Purchase Payments less any
prior partial surrenders which were not subject to income tax.

  If the distribution prior to the Annuity Date is by partial surrender, it is
deemed to come first from any previously untaxed Accumulation Value and then
from Purchase Payments. The Contractowner is subject to income tax on any
previously untaxed Accumulation Value which is distributed.

  Purchase Payments may be paid by means of a tax free exchange of annuity
Contracts under Section 1035 of the Code. Contracts exchanged under Code Section
1035 will be subject to the annuity income tax rules of Section 72 of the Code
in effect after that date, with exceptions set out in the description of the
Penalty Tax regarding the First-in First-out treatment of pre-August 14, 1982
contracts.

  Withdrawals of amounts attributable to contributions made pursuant to a salary
reduction agreement (in accordance with Code Section 403(b)(11)) are limited to
circumstances only: when the Contractowner attains age 59-1/2, separates from
service, dies, becomes disabled (within the meaning of Section 72(m)(7) of the
Code); or in the case of hardship. Withdrawals for hardship are restricted to
the portion of the Accumulation Value which represents contributions made by the
Contractowner and does not include any investment results. These limitations on
withdrawals apply to: (1) salary reduction contributions made after December 31,
1988; (2) income attributable to such contributions; and (3) income attributable
to amounts held as of December 31, 1988. The limitations on withdrawals do not
affect rollovers or exchanges between certain qualified plans. Tax penalties may
also apply. While the foregoing limitations only apply to certain Contracts
issued in connection with Section 403(b) qualified plans, all Contractowners
should seek competent tax advice regarding any withdrawals or distributions.

  If distributions are received after the Annuity Date under an annuity option,
that portion of each annuity payment which represents the Contractowner's
investment in the Contract is excluded from gross income for income tax
purposes. The "investment in the contract" is equal to the total Purchase
Payments for the Contract less any payments under the Contract that were
excluded from gross income. Once the Contractowner's investment in the Contract
is returned in full, the entire amount of each annuity payment is taxable as
ordinary income.

                                       22
<PAGE>
 
  The Technical and Miscellaneous Revenue Act of 1988 made several changes in
the Code. Among those changes is a provision that provides that all annuity
Contracts issued by the same life insurance company to the same Contractowner
during a twelve month period shall be treated as one annuity Contract for
purposes of determining the amount includable in the Contractowner's income for
amounts not received as an annuity. This rule will apply to a distribution
received under the Contract, including a distribution by full or partial
surrender, or other distribution that is not in the form of a payment received
under an annuity option of the Contract.

  If the Contractowner dies before the Annuity Date, the Accumulation Value must
be distributed within a specified period. This distribution requirement does not
apply where the spouse of the Contractowner is the successor owner.

  Annuity payments and other amounts received under Contracts are subject to
income tax withholding unless the recipient elects not to have taxes withheld.
Notwithstanding the recipient's election, withholding may be required with
respect to certain payments to be delivered outside the United States.

  The United States Treasury Department has adopted regulations under Section
817(h) of the Code which set standards of diversification for the investment
underlying the Contracts, in order for the Contracts to be treated as annuities
for income tax purposes. American National intends that these diversification
standards will be satisfied. American National reserves the right to amend the
Contracts in any way necessary to maintain compliance with these standards.

PENALTY TAX ON DISTRIBUTIONS

  If there is a taxable distribution from the annuity, there is a penalty tax
equal to 10% of the taxable amount distributed to the extent the taxable
distribution is considered to be an early distribution under the annuity
Contract. The penalty tax does not apply to taxable distributions made as a
result of the death or disability of the Contractowner or distributions made
after the Contractowner reaches age 59-1/2; to distributions made under
Immediate Annuities; to distributions made under Settlement Options 1 or 4,
provided the distribution under such plans are substantially equal; and to
distributions attributable to Purchase Payments prior to August 14, 1982. The
penalty tax will not apply to distributions attributable to Purchase Payments
within ten years or more prior to the distribution. For this purpose,
distributions will be attributed to Purchase Payments on a "first-in, first-out"
basis (to the earliest Purchase Payment which has not been fully allocated to
prior distributions).

QUALIFIED CONTRACTS

  Qualified Contracts are designed for use with several types of qualified plans
including those subject to Code sections 401, 403(b), 408, and 457. The tax
rules applicable to Annuitants in such qualified plans vary according to the
type of plan and the terms and conditions of the plan itself. Annuitants in
qualified plans may include: individuals purchasing Individual Retirement
Annuities (IRAs); business owners (both self-employed and stockholders) who
establish pensions, profit sharing plans, and SEPs; employees of 501(c)(3)
organizations or public schools contributing to 403(b) annuities; and government
employees covered by a 457 deferred compensation plan.

  As a general rule, Purchase Payments made by or for Annuitants in qualified
plans are not subject to current taxation. To the extent any such amounts are
taxed prior to or at the time of Purchase Payment, such amounts establish a cost
basis exempt from tax at the time of distribution.

  Distributions from Qualified Contracts must satisfy certain minimum
distribution requirements. These requirements relate to both the time and amount
of distribution which include premature payments. Failure to comply may result
in penalty taxes which would be in addition to normal taxes. Distributions from
401 plans and 403(b) annuities paid to the plan participant/annuitant will be
subject to mandatory Federal withholding of twenty percent (20%). No withholding
will apply if there is a direct rollover among plans.

  The Retirement Equity Act of 1984 imposes certain requirements with respect to
payments from qualified plans for married Annuitants and provides certain
restrictions involving qualified domestic relations orders.

                                  PERFORMANCE

  Performance information for the Subaccounts may appear in reports and
advertising to current and prospective Contractowners. The performance
information is based on historical investment experience of the Subaccounts and
the Funds and does not indicate or represent future performance.

  Total returns are based on the overall dollar or percentage change in value of
a hypothetical investment. Total return quotations reflect changes in Fund share
price, the automatic reinvestment by the separate account of all distributions
and the deduction of applicable annuity charges (including any contingent
deferred sales charges that would apply if a Contractowner surrendered the
Contract at the end of the period indicated). Quotations of total return may
also be shown that do not take into account certain contractual charges such as
a contingent deferred sales load. The total return percentage will be higher
under this method than under the standard method described above.

  A cumulative total return reflects performance over a stated period of time.
An average annual total return reflects the hypothetical annually compounded
return that would have produced the same cumulative total return if the
performance had 

                                       23
<PAGE>
 
been constant over the entire period. Because average annual total returns tend
to smooth out variations in a Subaccount's returns, you should recognize that
they are not the same as actual year-by-year results.

  Some Subaccounts may also advertise yield. These measures reflect the income
generated by an investment in the Subaccount over a specified period of time.
This income is annualized and shown as a percentage. Yields do not take into
account capital gains or losses or the contingent deferred sales load.

  The FID Money Market Subaccount and the AN Money Market Subaccount may
advertise its current and effective yield. Current yield reflects the income
generated by an investment in the Subaccount over a 7-day period. Effective
yield is calculated in a similar manner except that income earned is assumed to
be reinvested. The Investment Grade Bond and the High Income Subaccounts may
advertise a 30-day yield which reflects the income generated by an investment in
the Subaccount over a 30-day period.

                         DISTRIBUTOR OF THE CONTRACTS

  SM&R, One Moody Plaza, Galveston, Texas 77550-7999, a wholly-owned subsidiary
of American National will act as the principal underwriter of the Contracts
pursuant to a Distribution and Administrative Services Agreement between itself
and American National. SM&R was organized under the laws of the State of Florida
in 1964, and is a registered broker/dealer pursuant to the Securities Exchange
Act of 1934 and a member of the National Association of Securities Dealers. (See
the American National Fund's Prospectus.)
    
  Registered representatives of SM&R who sell Variable Annuities will receive
commissions from SM&R based upon a commission schedule. After issuance of the
Contract, broker-dealers will receive sales commissions aggregating no more than
8.0% of the Purchase Payments. In addition to such sales commissions, after the
first Contract year, broker-dealers who have entered into distribution
agreements with American National may receive an annual override commission of
no more than 0.25% of the Contract's accumulation value. SM&R and American
National may authorize other registered broker/dealers and their Registered
Representatives to sell the Contracts subject to applicable law.     

                 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

  American National holds the assets of the Separate Account.  The assets are 
kept physically segregated and held separate and apart from the General Account 
assets, except for the Fixed Account.  American National maintains records of al
purchases and redemptions of shares of Eligible Portfolios by each of the 
Subaccounts.

                                 VOTING RIGHTS

  All of the assets held in the Subaccounts of the Separate Account will be 
invested in shares of the corresponding Eligible Portfolios.  American National 
is the legal holder of those shares and as such has the right to vote to elect 
the Board of Directors of the American National Fund and the Fidelity Funds, to 
vote upon certain matters that are required by the 1940 Act to be approved or 
ratified by the shareholders of a mutual fund, and to vote upon any other matter
that may be voted upon at a shareholders' meeting.  To the extent required by 
law, American National will vote all shares of Eligible Portfolios held in the 
Separate Account at regular and special shareholder meetings in accordance with 
instructions received from Contractowners.  The number of votes for which each 
Contractowner has the right to provide instructions will be determined as of the
record date selected by the Board of Directors of the American National Fund or 
the Fidelity Funds, as the case may be.  American National will furnish 
Contractowners with the proper forms, materials and reports to enable them to 
give it these instructions.

  The number of shares of an Eligible Portfolio in a Subaccount for which 
instructions may be given by a Contractowner is determined by dividing the 
Accumulation Value held in that Subaccount by the net asset value of one share 
in the corresponding Eligible Portfolio.  Fractional shares will be counted.  
Shares of an Eligible Portfolio held in each Subaccount for which no timely 
instructions from Contractowners are received and shares of an Eligible 
Portfolio held in each Subaccount which do not support Contractowner interests
will be voted by American National in the same proportion as those shares in
that Subaccount for which timely instructions are received. Voting instructions
to abstain on any item to be voted will be applied on a pro rata basis to reduce
the votes eligible to be cast. Should applicable federal securities laws or
regulations permit, American National may elect to vote shares of the Eligible 
Portfolios in its own right.

  Matters on which Contractowners may give voting instructions include the 
following:  (1) election of the Board of Directors of the American National Fund
or the Fidelity Funds (2) ratification of the independent accountant of the 
American National Fund or the Fidelity Funds; (3) approval of the Investment 
Advisory Agreement for the Eligible Portfolio(s) corresponding to the 
Contractowner's selected Subaccount; (4) any change in the fundamental 
investment Policies of the Eligible Portfolio(s) corresponding to the 
Contractowner's selected Subaccount(s); and (5) any other matter requiring a 
vote of the shareholders of the American National Fund or the Fidelity Funds 
under the 1940 Act.
 

                                       24
<PAGE>
 
                     STATE REGULATION OF AMERICAN NATIONAL

  American National, a stock life insurance company organized under the laws of 
Texas, is subject to regulation by the Texas Department of Insurance.  On or 
before March 1 of each year a National Association of Insurance Commissioners 
convention blank covering the operations and reporting on the financial 
condition of American National and the Separate Account as of December 31 of the
preceding year must be filed with the Texas Department of Insurance.

  Periodically, the Texas Department of Insurance examines the liabilities and 
reserves of American National and the Separate Account and certifies their 
adequacy.  A full examination of American National's operations is also 
conducted periodically by the National Association of Insurance Commissioners.

  In addition, American National is subject to the insurance laws and 
regulations of other states within which it is licensed or may become licensed 
to operate.  The Contracts offered by the Prospectus are available in the 
various states as approved.  Generally, the Insurance Department of any other 
state applies the laws of the state of domicile in determining permissible 
investments.  However, differences in state laws may require American National 
to offer a Contract in one or more states which are more favorable to a 
Contractowner than provisions in a Contract offered in other states.

                                 LEGAL MATTERS

  All matters of Texas law pertaining to the Contract, including the validity of
the Contract and American National's right to issue the Contract under Texas 
Insurance Law, have been passed upon by Greer, Herz and Adams, LLP, General 
Counsel.

                               LEGAL PROCEEDINGS

  There are no legal proceedings to which the Separate Account is a party or to 
which the assets of the Separate Account are subject.  American National is not 
involved in any litigation that is of material importance in relation to its 
total assets or that relates to the Separate Account.

                                    EXPERTS
    
  The consolidated financial statements of American National Insurance Company 
and subsidiaries as of December 31, 1996 and 1995 and for the years then ended, 
and the statements of net assets of American National Variable Annuity Separate 
Account as of December 31, 1996 and the related statements of operations for the
year then ended, and the statements of changes in net assets for each of the two
years in the period then ended, included in this prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.     

                            ADDITIONAL INFORMATION

  A registration statement has been filed with the Securities and Exchange 
Commission, under the Securities Act of 1933, as amended, with respect to the 
Contract offered hereby.  This Prospectus does not contain all the information 
set forth in the registration statement and the amendments and exhibits to the 
registration statement, to all of which reference is made for further 
information concerning the Separate Account, American National and the Contract
offered hereby.  Statements contained in this Prospectus as to the contents of 
the Contract and other legal instruments are summaries.  For a complete 
statement of the terms thereof reference is made to such instruments as filed.

                              FINANCIAL STATEMENTS

  The financial statements of American National should be considered only as 
bearing on the ability of American National to meet its obligations under the 
Contracts.  They should not be considered as bearing on the investment 
performance of the assets held in the Separate Account.  The financial 
statements can be found in the Statement of Additional Information.


                                      25
<PAGE>
 
                       TABLE OF CONTENTS OF STATEMENT OF
                            ADDITIONAL INFORMATION



                                                                     PAGE

The Contract........................................................   3
Valuation of Accumulation Units.....................................   3
Computation of Variable Annuity Payments............................   3
Annuity Unit Value..................................................   3
Summary.............................................................   4
Exceptions to Charges...............................................   4
Termination of Contract.............................................   4
Group Unallocated Contract..........................................   4
Additional Federal Tax Matters......................................   4
Limits on Subsequent Purchase Payments
  (Under the Internal Revenue Code).................................   4
Taxation of American National.......................................   5
Tax Status of the Contracts.........................................   5
Assignment..........................................................   5
Distribution of the Contracts.......................................   5
Safekeeping of Separate Account Assets..............................   5
State Regulation of American National...............................   5
Records and Reports.................................................   6
Performance.........................................................   6
Total Return........................................................   6
Yields..............................................................   6
Legal Matters.......................................................   7
Legal Proceedings...................................................   7
Experts.............................................................   7
Additional Information..............................................   7
Financial Statements................................................   7
Financials..........................................................   8
 

                                       26
<PAGE>
 
     
              PURCHASER SUITABILITY FORM & ARBITRATION AGREEMENT
   This form must accompany all applications for American National Variable
                 Universal Life and Variable Annuity products.

1. NEW PURCHASER INFORMATION
       Name                               Date
       Address
       Social Security or Tax I.D. Number

If Purchaser is a corporation, partnership or other legal entity, names of any
persons authorized to transact business on behalf of entity:
  
2. PURCHASER'S OCCUPATION
       Name and Address of Employer
       Business Phone

3.  IS THE PURCHASER EMPLOYED BY OR ASSOCIATED WITH A MEMBER OF THE 
    NASD OR NYSE?

    [ ] Yes   [ ] No  If yes, provide the name, address and phone number 
                      of the firm:
<TABLE>
<CAPTION>
<S>                                        <C>                                    <C>                <C> 
4. TAX STATUS
   [ ]  Single   [ ]  Head of Household    [ ]  Married filing separate returns
   [ ]  Married filing joint return or qualifying widow(er) with dependent child   [ ]  Corporation   [ ]  Other

5. MARITAL STATUS
   [ ]  Married   [ ]  Single   [ ]  Widowed

6. DEPENDENTS
   [ ]  Spouse  [ ]  Children:  Ages ________________________________              [ ]  Other
</TABLE>

INVESTOR SUITABILITY INFORMATION (the information requested applies to the
Applicant/Policy Owner if different from the Proposed Insured) To be completed
by Purchaser or Registered Representative.
NASD rules require Registered Representatives to have reasonable grounds for
believing the recommended purchase is suitable for the customer. Therefore,
representatives are required to make inquiries concerning the financial
condition of a proposed purchaser of any of American National's Variable
products. You are urged to supply such information so that the representative
can make an informed judgment as to the suitability of your investment
selection(s). However, you are not required to divulge such information. If you
choose not to do so, you must sign at the section provided below indicating
refusal and acknowledging that the representative did request the suitability
information.
<TABLE>
<CAPTION>
1. SOURCES OF FUNDS FOR INVESTMENT
<S>                                   <C>                                <C>                               <C>
A.  [ ]  Current Earnings         C.  [ ]  Gift or Inheritance       E.  [ ]  Insurance Benefit
B.  [ ]  Savings                  D.  [ ]  Sale of Assets            F.  [ ]  Maturity Proceeds          G.  [ ]  _________________

2. PRIMARY PURPOSE OF INVESTMENT
A.  [ ]  Education                C.  [ ]  Savings                   E.  [ ]  Retirement                 G.  [ ]  Estate Planning
B.  [ ]  Tax Shelter              D.  [ ]  Business Purposes         F.  [ ]  Current Income             H.  [ ] __________________

3. INVESTMENT PROFILE
(a)  What is your current investment preference?
     [ ]  Aggressive Growth           [ ]  Growth                        [ ]  Growth & Current Income
     [ ]  Current Income              [ ]  Maximum safety, even if modest return
(b)  What is your risk comfort level?
     [ ]  High                        [ ]  High/Moderate                 [ ]  Moderate      [ ]  Moderate/Limited   [ ]  Low
(c)  What is your financial goal time horizon?
     [ ]  1-5 years                   [ ]  5-10 years                    [ ]  10 years and beyond
(d)  What is your age range?
     [ ]  21-40                       [ ]  41-59                         [ ]  60 +
(e)  What is your tax bracket?
     [ ]  15%                         [ ]  28%                           [ ]  28% +
(f)  What is your estimated annual family income?
     [ ] ($15,000                     [ ]  $15,000-$30,000               [ ]  $30,000-$50,000
     [ ]  $50,000-$100,000            [ ]  Over $100,000
(g)  What is your estimated net worth (exclude home, furnishings and automobiles)?
     [ ] ($25,000   [ ]  $25,000  [ ]  $50,000  [ ]  $50,000  [ ]  $100,000  [ ]  Over $100,000
(h)  Are you responsible for the financial welfare of anyone other than your immediate family (i.e. alimony, child or parental
     support,etc.)?               [ ]  Yes      [ ]  No
(i) Do you own other securities?  [ ]  Yes      [ ]  No
Types:  [ ]  Stocks  [ ]  Bonds  [ ]  Mutual Funds  [ ]  Variable Products  [ ]  Other
I (we) furnished the above suitability information and it has been accurately recorded.

     ______________________________________________                              ________________________________________________ 
                Purchaser Signature                                                            Joint Owner Signature
                                                     continued on reverse side
</TABLE>      
<PAGE>
 
     
             STATEMENT OF REFUSAL TO PROVIDE FINANCIAL INFORMATION

I (we) fully understand that the Registered Representative, acting on behalf of
American National Insurance Company and Securities Management & Research, Inc.,
has requested the above suitability information to determine whether my (our)
purchase of American NationalOs Variable products is an appropriate investment
considering my (our) financial situation. I (we) refuse to provide the requested
information and by my (our) signature(s) below agree not to seek rescission of
the applicable variable product issued or damages based on its unsuitability.

 
_______________________________________      ___________________________________
           Purchaser Signature                      Joint Owner Signature

REGISTERED REPRESENTATIVE NOTICE - Should the Purchaser sign the above Statement
of Refusal to Provide Financial Information, it is still an NASD requirement
that you have reasonable grounds to recommend the purchase of this investment as
suitable. Therefore, you must complete the suitability information to the best
of your knowledge and certify that you have done so when signing the Registered
RepresentativeOs Statement below.

                      PURCHASER AGREEMENT TO ARBITRATION
            (THIS SECTION IS NOT APPLICABLE TO MISSOURI RESIDENTS)

The following conditions are agreed to by all parties to this agreement.

1. Arbitration is final and binding on the parties.
2. The parties are waiving their right to seek remedies in court, including the
 right to a jury trial.
3. Pre-arbitration discovery is generally more limited and different from court
   proceedings.
4. The arbitrators' award is not required to include factual findings or legal
   reasoning and any partyOs right to appeal or to seek modification of rulings
   by arbitrators is strictly limited.
5. The panel of arbitrators will typically include a minority of arbitrators who
   were or are affiliated with the securities industry.

By signature below, I (we) understand that I (we) have the right to any dispute
between us arising under the federal securities laws to be resolved through
litigation in the courts. In lieu of using the courts, I (we) may agree, after
any such dispute has arisen, to settle it by arbitration before an appropriate
group of arbitrators. However, I (we) understand that any other dispute between
us arising out of any transaction or this agreement shall be settled by
arbitration before the National Association of Securities Dealer, Inc., which
must be commenced by a written notice of intent to arbitrate. Judgment upon any
award may be entered in any appropriate court.

I (we) further understand that we may not bring a punitive or certified class
action to arbitration, nor seek to enforce any pre-dispute arbitration agreement
against anyone who has initiated in court a punitive class action; or who is a
member of a punitive class action until (1) the class action certification is
denied; or (2) the class is decertified; or (3) I (we) are excluded from the
class action by the court. Such forbearance to enforce an agreement to arbitrate
shall not constitute a waiver of any right under this agreement except to the
extent stated herein.

_______________________________________      ___________________________________
           Purchaser Signature                      Joint Owner Signature


REGISTERED REPRESENTATIVE STATEMENT & SIGNATURE

Check appropriate boxes.

  [ ]  Application attached.
  [ ]  Signed Arbitration Agreement
  [ ]  Suitability Information was provided by the Purchaser(s) and the
       Purchaser(s) signed acknowledgment that information was 
       accurately recorded.
       or,
  [ ]  Refusal to Provide Financial Information Statement signed by
       Purchaser(s). I provided the suitability information to the best of my
       knowledge and have reasonable grounds to recommend the purchase of this
       investment as suitable for the Investor.


______________________________________  _______________________________________
Registered Representative Signature     Registered Representative Personal Code


______________________________________   ______________________________________ 
Registered Representative Name (print)   Date       Branch Office #        PSO#

================================================================================

Home Office Approval: _________________________________

Date Received: __________________________
     
<PAGE>
 
        DISTRIBUTOR
        Securities Management & Research, Inc.
        One Moody Plaza
        Galveston, Texas 77550-7999

        CUSTODIAN
        American National Insurance Company
        One Moody Plaza
        Galveston, Texas 77550-7999

        INVESTMENT MANAGER
        Securities Management & Research, Inc.
        One Moody Plaza
        Galveston, Texas 77550-7999

        INSURER
        American National Insurance Company
        One Moody Plaza
        Galveston, Texas 77550-7999



        [AMERICAN NATIONAL LOGO APPEARS HERE]

        Form 5774 4-97      


<PAGE>
 
                                   INVE$TRAC
                                     GOLD

                          Variable Annuity Contracts

                                  PROSPECTUS
                                      FOR
                               GROUP UNALLOCATED
                          VARIABLE ANNUITY CONTRACTS
                                   ISSUED BY
                      AMERICAN NATIONAL INSURANCE COMPANY
                     
                      American National Insurance Company
<PAGE>
 
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

<PAGE>
 
                          VARIABLE ANNUITY CONTRACTS
                                   ISSUED BY
                      AMERICAN NATIONAL INSURANCE COMPANY
                 ONE MOODY PLAZA, GALVESTON, TEXAS 77550-7999
                                (409) 763-4661

  This Prospectus describes the group unallocated form of Variable Annuity
Contracts (the "Contract") offered by American National Insurance Company
("American National"). The Contract is designed to provide an investment vehicle
for the accumulation of capital on a tax-deferred basis for retirement or other
long-term purposes.

  Unlike traditional guaranteed annuities, the Contract provides  Accumulation
Values which are based on and vary with the investment performance of
Subaccounts of the American National Variable Annuity Separate Account (the
"Separate Account") and/or the American National Fixed Account. The assets of
the Subaccounts are invested in the portfolios of American National Investment
Accounts, Inc. (the "American National Fund") and in the portfolios of Variable
Insurance Products Fund (VIP)and Variable Insurance Products Fund II (VIP
II)(sometimes referred to, collectively, as the "Fidelity Funds"). The
portfolios of the American National Fund and the portfolios of the Fidelity
Funds that are available for investment will sometimes be referred to,
individually, as an "Eligible Portfolio" and, collectively, as the "Eligible
Portfolios."

  The Contractowner may request that all or a portion of the Accumulation Value
of the Contract be annuitized. At that time, a portion of the Accumulation Value
is allocated to the Fixed Account and annuity payments are made according to the
option provided by the Plan.
    
  The Separate Account is registered with the Securities and Exchange Commission
(the "SEC") under the Investment Company Act of 1940 (the "1940 Act") as a unit
investment trust, which is a type of investment company. The Separate Account
currently has fourteen separate Subaccounts: the AN Money Market, the AN Growth,
the AN Balanced, the AN Managed, the VIP II Investment Grade Bond, the VIP II
Asset Manager, the VIP II Index 500, the VIP Money Market, the VIP Equity-
Income, the VIP High Income, the VIP Growth, the VIP Overseas, the VIP II
Contrafund and the VIP II Asset Manager: Growth Subaccounts. The assets of such
Subaccounts are invested in shares of a corresponding Eligible Portfolio. The
accompanying prospectuses for the American National Fund and the Fidelity Funds
describe the investment objectives, policies and the risks of each of the
Eligible Portfolios. The prospectuses for the Fidelity Funds include certain
portfolios which are not Eligible Portfolios and therefore not available for
investment under the Policy.     

  The Fixed Account is funded by the general assets of American National.

  Although the Contract is designed primarily to offer benefits based on
investment performance, all or a portion of the Accumulation Value can be in the
form of a traditional guaranteed annuity.

  The Contractowner has the right to examine a Contract and return it to
American National during what is generally known as the "free look" period.
American National will then refund the greater of all Purchase Payments made by
the Contractowner or the Accumulation Value plus the amount of any charges for
state premium taxes, mortality and expense risk and advisory fees. The "free
look" period is established by state law and generally runs ten days after the
Contractowner receives the Contract. State law generally does not provide such a
"free look" period for the Plan Participants.

  This Prospectus sets forth the information that a prospective investor should
know before investing. A Statement of Additional Information about the Contract
is free and may be obtained by writing American National at the address above.
The Statement of Additional Information which has the same date as this
Prospectus, has been filed with the Securities and Exchange Commission. The
Table of Contents of such Statement of Additional Information is set forth in
this Prospectus on page 22.

               This Prospectus is valid only when accompanied by
   Current Prospectuses For The American National Investment Accounts, Inc.,
   Variable Insurance Products Fund and Variable Insurance Products Fund II

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

   PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.
                THE DATE OF THIS PROSPECTUS IS APRIL 30, 1997.     

                                       2
<PAGE>
 
                               TABLE OF CONTENTS

                                                                       PAGE

Glossary of Terms....................................................    4
Summary of the Contracts.............................................    5
 Purpose of the Contracts............................................    5
 Investment Options..................................................    5
 Purchasing a Variable Annuity Contract..............................    5
 Allocations and Transfers...........................................    5
 Death Benefit.......................................................    5
 Surrenders from the Contract........................................    5
 How Annuity Payments are Determined.................................    5
 Your Right to Cancel the Variable Annuity
   Contract..........................................................    5
Summary of Expenses..................................................    6
 Expenses............................................................    6
 American National Insurance Company and
 the Separate Account................................................   10
 American National Insurance Company.................................   10
 The Separate Account................................................   10
 The American National Fund..........................................   10
 The Fidelity Funds..................................................   11
Addition, Deletion or Substitution of
 Investments.........................................................   12
Fixed Account........................................................   13
Contract.............................................................   14
 Purpose of the Contract.............................................   14
 Type of Contract....................................................   14
 Contract Application and Purchase Payments..........................   14
 Allocation of Purchase Payments.....................................   14
 Crediting of Accumulation Units.....................................   14
 Determining the Accumulation Unit Values............................   14
 Transfers...........................................................   14
Contractowner Inquiries..............................................   16
Charges and Deductions...............................................   16
 Surrender Charge....................................................   16
 Other Charges.......................................................   16
 (a) Administrative Charges..........................................   16
 (b) State Premium Taxes.............................................   16
 (c) Mortality and Expense Risk Fee..................................   16
 (d) Charges for Taxes...............................................   16
 (e) Exchange Fee....................................................   16
 Exceptions to Charges...............................................   16
Distributions Under the Contract.....................................   17
 Full and Partial Surrenders.........................................   17
Annuity Payments.....................................................   18
 Annuity Options.....................................................   18
 Annuity Provisions..................................................   18
Federal Tax Matters..................................................   19
 Introduction........................................................   19
 Taxation of Annuities in General....................................   19
 Qualified Contracts.................................................   19
Performance..........................................................   19
Distributor of the Contracts.........................................   20
Safekeeping of the Separate AccountOs Assets.........................   20
Voting Rights........................................................   20
Legal Matters........................................................   20
State Regulation of American National................................   21
Legal Proceedings....................................................   21
Experts..............................................................   21
Additional Information...............................................   21
Financial Statements.................................................   21
Table of Contents of Statement of
 Additional Information..............................................   22

                                       3
<PAGE>
 
                               GLOSSARY OF TERMS

  The following definitions may be useful in reading this Prospectus. Certain
additional terms are defined in the text.

  ACCUMULATION PERIOD - The period from the date Accumulation Units are first
purchased under a Contract to the date the Contract is surrendered for its then
current value.

  ACCUMULATION UNIT - A standard of measurement used with respect to each
Subaccount to calculate the value of a Contract during the Accumulation Period.
The value of an Accumulation Unit fluctuates with the value of the shares of the
corresponding Eligible Portfolio owned by each Subaccount less any applicable
deductions. (See "Charges and Deductions," page 16.)

  ACCUMULATION UNIT VALUE - The value of an Accumulation Unit.

  ACCUMULATION VALUE - The Accumulation Value of a Contract is the sum of: (i)
the total Accumulation Units in Subaccounts times the respective Accumulation
Unit Values of such Subaccounts, and (ii) the Contractowner's value in the Fixed
Account.

  CONTRACT - A Variable Annuity Contract issued pursuant to this Prospectus
which sets forth the obligations and contractual promises which American
National makes to the Contractowner.

  CONTRACTOWNER - The entity entitled to exercise rights of ownership in a
Contract prior to termination of the Contract.

  CONTRACT YEAR - The period from the date the first Purchase Payment is
credited to the immediately preceding day of the succeeding year. (February 29
will be treated as February 28 for the purpose of this definition.)

  DEFERRED ANNUITY CONTRACT - A Contract in which annuity payments commence at
some future date specified by the Contractowner.

  ELIGIBLE PORTFOLIO - A Portfolio of The American National Fund or the Fidelity
Funds which corresponds to and in which a Subaccount can be invested.

  FIXED ACCOUNT - An account that is a part of American National's General
Account to which all or a portion of Net Purchase Payments and transfers may be
allocated for accumulation at fixed rates of interest.

  GENERAL ACCOUNT - The General Account of American National which includes all
of American National's assets except those assets segregated into its separate
accounts.

  GROUP UNALLOCATED CONTRACT - A Contract between the Contractowner and American
National under which all Accumulation Units are credited to one accumulation
account.

  IMMEDIATE ANNUITY - A Contract purchased with a single Purchase Payment, which
provides immediate annuity payments on an annual, semiannual, quarterly or
monthly schedule to the Contractowner.

  MORTALITY AND EXPENSE RISK FEE - The amount payable to American National for
accepting mortality and expense risks.

  NET PURCHASE PAYMENT - The Purchase Payment less any government entity premium
tax charge.

  NON-QUALIFIED CONTRACT - A Contract issued in connection with a retirement
plan that does not receive favorable tax treatment under the Internal Revenue
Code.

  PLAN - A document or agreement defining the retirement or other benefits and
those eligible to receive them. The Plan is not a part of a Contract and
American National is not a party to a Plan.

  PLAN PARTICIPANT - a participant in a Plan.

  PORTFOLIO - A separate series of capital securities designed to meet specified
investment objectives. The American National Fund currently consists of four
portfolios, all of which are Eligible Portfolios. The Fidelity Funds currently
consist of ten portfolios, all of which are Eligible Portfolios.

  PURCHASE PAYMENT - A payment made into a Contract.

  QUALIFIED CONTRACT - A Contract issued in connection with a Plan that receives
favorable tax treatment under the Internal Revenue Code of 1986.

  SUBACCOUNT - A subdivision of the Separate Account. Each Subaccount invests
exclusively in the shares of a corresponding Eligible Portfolio.

  VALUATION DATE - A valuation date is each day on which the New York Stock
Exchange ("NYSE") is open for trading.

  VALUATION PERIOD - The period commencing at the close of regular trading on
the NYSE on one Valuation Date and ending at the close of regular trading on the
NYSE on the next succeeding Valuation Date.

  VARIABLE ANNUITY - An annuity providing Accumulation Value which varies in
dollar amount depending on the investment results of the American National Fund
or the Fidelity Funds.

                                       4
<PAGE>
 
                           SUMMARY OF THE CONTRACTS
 
PURPOSE OF THE CONTRACTS

  The purpose of the Contract is to provide Accumulation Values  which are
expected to reflect changes in the cost of living to a greater degree than a
traditional guaranteed annuity. The Contract offers Contractowners the
opportunity to vary the Accumulation Value based on the performance of the
investments chosen by the Contractowner

  There is no assurance that a Subaccount will obtain its investment objective.
Because a Variable Annuity's value is based on the investment performance of
Eligible Portfolios and is not guaranteed, a Variable Annuity Contract entails
more investment risk than a traditional guaranteed annuity.

  There is also American National's Fixed Account option for Contractowners who
prefer more conservative investments. (See Fixed Account, page 13.)

INVESTMENT OPTIONS
    
  Net Purchase Payments may be invested in the Subaccounts and/or in American
National's Fixed Account. The fourteen Subaccounts are:  the AN Money Market,
the AN Growth, the AN Balanced, the AN Managed, the VIP II Investment Grade
Bond, the VIP II Asset Manager, the VIP II Index 500, the VIP Money Market, the
VIP Equity-Income, the VIP High Income, VIP Growth, the VIP Overseas, the VIP II
Contrafund and the VIP II Asset Manager: Growth Subaccounts. Each of the
Subaccounts invests exclusively in the shares of a corresponding Eligible
Portfolio. Each such Subaccount and corresponding Eligible Portfolio has a
different investment objective. (See "The American National Fund" at page 10,
and "The Fidelity Funds" at page 11.)     

  PURCHASING A VARIABLE ANNUITY CONTRACT

If a legal entity wishes to purchase a Contract, the legal entity must complete
an application and pay the minimum initial Purchase Payment to American
National's home office.

ALLOCATION AND TRANSFERS

  Net Purchase Payments will be initially allocated to each Subaccount and/or
American National's Fixed Account as instructed in the application. Thereafter,
the allocation may be changed by the Contractowner.

  Transfers can be made between Subaccounts and American National's Fixed
Account. American National allows 12 free transfers per Contract Year. Any
additional transfer will be subject to a $10.00 exchange fee. Transfers out of
the Fixed Account are limited as described in the section "TRANSFERS" on 
page 14.

  Transfers and allocation changes can be made by either writing to American
National's home office or by telephone instructions. A Telephone Transfer
Authorization Form must to be on file at American National's home office before
telephone instructions will be allowed.

DEATH BENEFIT

  The death benefit, if any will be determined by the provisions of the Plan
pursuant to which the Contract is issued.

SURRENDERS FROM THE CONTRACT

  All or part of a Accumulation Value may be surrendered upon the
Contractowner's written request. The surrender is subject to a Surrender Charge.
Contracts purchased in connection with retirement plans may be subject to
restrictions imposed by the Plan. The sum of surrender charges and distribution
expense charges will never be more than 9.0% of total Purchase Payments paid.

HOW ANNUITY PAYMENTS ARE DETERMINED

  The Contractowner may request that all or a portion of the Accumulation Value
of the Contract be annuitized. At that time, a portion of the Accumulation Value
is allocated to the Fixed Account and annuity payments are made according to the
option provided by the Plan. There are a number of different annuity options,
each of which provides a different level and number of annuity payments. The
annuity options include payments for the life of a Plan Participant, payments
for the life of an Plan Participant with a guarantee that such payments will
continue for at least 10 or 20 years, or payments made jointly to a Plan
Participant and another named individual with a right of survivorship. (See
Annuity Options, page 18.)

YOUR RIGHT TO CANCEL THE VARIABLE ANNUITY CONTRACT
THE "FREE LOOK" PERIOD

  State law requires that Contractowners be given a "free look" period,
generally running ten days after the Contractowner receives the Contract, within
which the Contractowner may return the Contract to American National's home
office. State law does not generally provide a "free look" period for the Plan
Participants. If a Contract is returned during the Contractowner's "free look"
period, American National will then refund the greater of all Purchase Payments
made or the Accumulation Value plus the amount of any charges for state premium
taxes, mortality and expense risk and advisory fees. (See "Contract Application
and Purchase Payments," page 14.)

                                       5
<PAGE>
 
                              SUMMARY OF EXPENSES


EXPENSES

  The purpose of the following table is to illustrate the costs and expenses
that are borne, directly and indirectly, by Contractowners. The information set
forth should be considered together with the narrative provided under the
heading "Charges and Deductions" in this Prospectus. In addition to the expenses
listed below, premium taxes may also be applicable.

CONTRACTOWNER TRANSACTION EXPENSES

  Sales Load as a percentage of Purchase Payments  0%

  Deferred Sales Load ("Surrender Charge")

  A Surrender Charge is imposed based upon the Contract Year  in which the
withdrawal is made. The Surrender Charge is deducted from the remaining
Accumulation Value, or, if the remaining Accumulation Value is insufficient to
cover the Surrender Charge, a portion of the Surrender Charge will be deducted
from the withdrawal amount. Such Surrender Charge will be a percentage of each
withdrawal as illustrated in the following table:

                  Contract Years  Applicable Surrender Charge
                      as a Percentage of Each Withdrawal

                           1.................   4.0
                           2.................   3.5
                           3.................   3.0
                           4.................   2.5
                           5.................   2.0
                           6.................   1.5
                           7.................   1.0
                           8 and thereafter..   0.0

EXCHANGE FEE                                                     $   10.
(there is no exchange fee for the first twelve transfers)

Annual Contract Fee                                              $    0.

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percent of average net assets)
Mortality Risk Fee                                                 0.40%
Expense Risk Fee                                                   0.45%
Administrative Asset Fee                                           0.10%
Total Separate Account Annual Expense                              0.95%

AN MONEY MARKET PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)    
Management Fees after expense reimbursement                    * **0.40%
Other Expenses                                                     0.47%
Total AN Money Market Portfolio Annual Expense                     0.87%

*  Without reimbursement the management fees would have been 
0.75% and the total portfolio annual expense would have been 1.22%.     
    
AN GROWTH PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees after reimbursement                            * **0.37%
Other Expenses                                                     0.50%
Total AN Growth Portfolio Annual Expenses                          0.89%

*  Without reimbursement the management fees would have been 
0.75% and the total portfolio annual expense would have been 1.25%.     
    
AN BALANCED PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees after reimbursement                            * **0.17%
Other Expenses                                                     0.73%
Total AN Balanced Portfolio Annual Expenses                        0.90%

*  Without reimbursement the management fees would have been 
0.75% and the total portfolio annual expense would have been 1.48%.     
    
AN MANAGED PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees after reimbursement                            * **0.54%
Other Expenses                                                     0.39%
Total AN Managed Portfolio Annual Expenses                         0.93%

*  Without reimbursement the management fees would have been 
0.75% and the total portfolio annual expense would have been 1.14%.

** Under its Administrative Service Agreement with the Fund, Securities
Management and Research, Inc. ("SM&R"), the Fund's Investment Adviser and
Manager, has agreed to pay (or to reimburse each Portfolio for) each Portfolio's
expenses (including the advisory fee and administrative service fee paid to
SM&R, but exclusive of interest, commissions and other expenses incidental to
portfolio transactions) in excess of 1.50% per year of such Portfolio's average
daily net assets. In addition, SM&R has entered into a separate undertaking with
the Fund effective May 1, 1994 until April 30, 1998, pursuant to which SM&R has
agreed to reimburse the AN Money Market Portfolio and the AN Growth Portfolio
for expenses in excess of .87%; the AN Balanced Portfolio for expenses in excess
of .90% and the AN Managed Portfolio for expenses in excess of .93%, of each of
such Portfolios' average daily net assets during such period. SM&R is under no
obligation to renew this undertaking for any Portfolio at the end of such
period.     
    
VIP II INVESTMENT GRADE BOND PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees                                                    0.45%  
Other Expenses                                                     0.13%  
Total VIP II Investment Grade Bond Portfolio
Annual Expenses                                                    0.58%     

                                       6
<PAGE>
 
     
VIP II ASSET MANAGER PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees                                                    0.64%  
Other Expenses                                                     0.10%  
Total VIP II
Asset Manager Portfolio Annual
Expenses                                                           0.74%

VIP II INDEX 500 PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees                                                    0.13%
Other Expenses                                                     0.15%
Total VIP II Index 500 Portfolio Annual
Expenses after reduction                                          *0.28%

* The portfolio's expenses were voluntarily reduced by the portfolio's
investment adviser. Absent reimbursement, management fees, other expenses and
total portfolio expenses would have been 0.28%, 0.15% and 0.43%, respectively.

VIP MONEY MARKET PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees                                                    0.21%  
Other Expenses                                                     0.09%  
Total VIP Money Market Portfolio Annual Expenses                   0.30%

VIP EQUITY-INCOME PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees                                                    0.51% 
Other Expenses                                                     0.07%  
Total VIP Equity-Income Portfolio Annual
Expenses                                                           0.58%

VIP HIGH INCOME PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees                                                    0.59%  
Other Expenses                                                     0.12%  
Total VIP High Income Portfolio Annual
Expenses                                                           0.71%

VIP GROWTH PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees                                                    0.61%  
Other Expenses                                                     0.08%
Total VIP Growth Portfolio Annual Expenses                         0.69%

VIP OVERSEAS PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees                                                    0.76%  
Other Expenses                                                     0.17%  
Total VIP Overseas Portfolio Annual Expenses                       0.93%

VIP II CONTRAFUND PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees                                                    0.61%
Other Expenses                                                     0.13%
Total VIP II Contrafund Portfolio Annual
Expenses                                                           0.74%

VIP II ASSET MANAGER: GROWTH PORTFOLIO
ANNUAL EXPENSES
(as a percentage of average net assets)
Management Fees                                                    0.65%
Other Expenses                                                     0.22%
Total VIP II Asset Manager: Growth Portfolio
Annual Expenses                                                    0.87%     

                                       7
<PAGE>
 
     
Example:  Group Unallocated Contract
If you surrender your Group Unallocated Contract at the end of the applicable
time period:
You would pay the following expenses on a $1,000 investment, assuming 5% annual
return on assets:

FUND                                  1 YEAR  3 YEARS  5 YEARS  10 YEARS
AN Money Market Portfolio              $  58   $   89   $  121    $  214
AN Growth Portfolio                    $  58       89      121       214
AN Balanced Portfolio                  $  59       90      123       217
AN Managed Portfolio                   $  59       91      124       220
VIP II Investment Grade
 Bond Portfolio                        $  56       80      106       182
VIP II Asset Manager
 Portfolio                             $  57       85      115       200
VIP II Index 500 Portfolio             $  53       71       91       149
VIP Money Market
 Portfolio                             $  53       72       92       151
VIP Equity-Income
 Portfolio                             $  56       80      106       182
VIP High Income
 Portfolio                             $  57       84      113       197
VIP Growth Portfolio                   $  57       84      112       194
VIP Overseas Portfolio                 $  59       91      124       220
VIP II Contrafund
 Portfolio                             $  57       85      115       200
VIP II Asset Manager:
 Growth Portfolio                      $  58       89      121       214
 
  If you do not surrender your Group Unallocated Contract:
You would pay the following expenses on a $1,000 investment, assuming 5% annual
return on assets:
FUND                                  1 YEAR  3 YEARS  5 YEARS  10 YEARS
AN Money Market
 Portfolio                             $  18   $   57   $   99    $  214
AN Growth Portfolio                    $  18       57       99       214
AN Balanced Portfolio                  $  19       58      100       217
AN Managed Portfolio                   $  19       59      102       220
VIP II Investment Grade
 Bond Portfolio                        $  16       48       83       182
VIP II Asset Manager
 Portfolio                             $  17       53       92       200
VIP II Index 500 Portfolio             $  13       39       68       149
VIP Money Market
 Portfolio                             $  13       40       69       151
VIP Equity-Income
 Portfolio                             $  16       48       83       182
VIP High Income
 Portfolio                             $  17       52       90       197
VIP Growth Portfolio                   $  17       52       89       194
VIP Overseas Portfolio                 $  19       59      102       220
VIP II Contrafund
 Portfolio                             $  17       53       92       200
VIP II Asset Manager:
 Growth Portfolio                      $  18       57       99       214     

  The examples should not be considered to be a representation of past or future
expenses, and the examples do not include the deduction of state premium taxes
which may be assessed by a number of states.

  The purpose of the preceding table is to assist Contractowners in
understanding the various costs and expenses that a Contractowner will bear
directly or indirectly and, thus, the table reflects expenses of both the
Separate Account and the American National Fund and/or the Fidelity Funds.
Actual expenses may be greater or lesser than those shown. The example assumes a
5% annual rate of return pursuant to the requirements of the SEC. This
hypothetical rate of return is not intended to be representative of past or
future performance of an Eligible Portfolio. For a more complete description of
the various costs and expenses of the American National Fund and the Fidelity
Funds, see their Prospectuses.

                           ACCUMULATION UNIT VALUES

         (For an accumulation unit outstanding throughout the period)

                                                     YEAR ENDED DECEMBER 31,
                                                   --------------------------
                                                   1996         1995     1994

AN GROWTH PORTFOLIO
Accumulation unit value at beginning 
  of period                                     $ 1.343  a    $   --   $   --
Accumulation unit value at end of period        $ 1.558       $   --   $   --
Number of accumulation units outstanding at 
  end of period                                  14,363           --       --

AN MONEY MARKET PORTFOLIO
Accumulation unit value at beginning 
  of period                                     $ 1.053  b    $   --   $   --
Accumulation unit value at end of period        $ 1.387       $   --   $   --
Number of accumulation units outstanding at 
  end of period                                      71           --       --

a  June 25, 1996 (the first date the Subaccount received a transfer or had a
   purchase payment allocated)
b  July 30, 1996 (the first date the Subaccount received a transfer or had a
   purchase payment allocated)
     
 

                                       8
<PAGE>
 
     
                     ACCUMULATION UNIT VALUES (CONTINUED)
         (For an accumulation unit outstanding throughout the period)

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31,
                                                                           -----------------------------------
                                                                              1996         1995        1994
                                                                           ----------  -----------  ----------
<S>                                                                           <C>          <C>          <C>      
AN BALANCED PORTFOLIO
Accumulation unit value at beginning of period                             $  1.184  a    $     --    $     --
Accumulation unit value at end of period                                   $  1.369       $     --    $     --
Number of accumulation units outstanding at end of period                     3,330             --          --

AN MANAGED PORTFOLIO
Accumulation unit value at beginning of period                             $  1.353  a    $     --    $     --
Accumulation unit value at end of period                                   $  2.466       $     --    $     --
Number of accumulation units outstanding at end of period                     1,498             --          --

FIDELITY VIP II INVESTMENT GRADE BOND
Accumulation unit value at beginning of period                             $  1.121  a    $     --    $     --
Accumulation unit value at end of period                                   $  1.185       $     --    $     --
Number of accumulation units outstanding at end of period                    17,859             --          --

FIDELITY VIP II ASSET MANAGER
Accumulation unit value at beginning of period                             $  1.149       $  0.990    $  1.000  c
Accumulation unit value at end of period                                   $  1.318       $  1.149    $  0.990
Number of accumulation units outstanding at end of period                    42,474         41,926       4,662

FIDELITY VIP II INDEX 500
Accumulation unit value at beginning of period                             $  1.486  a    $     --    $     --
Accumulation unit value at end of period                                   $  1.777       $     --    $     --
Number of accumulation units outstanding at end of period                     6,327             --          --

FIDELITY VIP MONEY MARKET
Accumulation unit value at beginning of period                             $  1.066  d    $     --    $     --
Accumulation unit value at end of period                                   $  1.109       $     --    $     --
Number of accumulation units outstanding at end of period                     8,304             --          --

FIDELITY VIP EQUITY INCOME FUND
Accumulation unit value at beginning of period                             $  1.338       $  1.000    $  1.000  c
Accumulation unit value at end of period                                   $  1.535       $  1.338    $  1.000
Number of accumulation units outstanding at end of period                    47,017         39,570       4,651

FIDELITY VIP HIGH INCOME FUND
Accumulation unit value at beginning of period                             $  1.260  a    $     --    $     --
Accumulation unit value at end of period                                   $  1.415       $     --    $     --
Number of accumulation units outstanding at end of period                     8,006             --          --

FIDELITY VIP GROWTH
Accumulation unit value at beginning of period                             $  1.462  a    $     --    $     --
Accumulation unit value at end of period                                   $  1.587       $     --    $     --
Number of accumulation units outstanding atend of period                     20,557             --          --

FIDELITY VIP OVERSEAS
Accumulation unit value at beginning of period                             $  1.061       $  0.970    $  1.000  c
Accumulation unit value at end of period                                   $  1.196       $  1.061    $  0.970
Number of accumulation units outstanding at end of period                    25,842         21,832       2,314

FIDELITY VIP II CONTRA FUND
Accumulation unit value at beginning of period                             $  1.213  a    $     --   
Accumulation unit value at end of period                                   $  1.455       $     --
Number of accumulation units outstanding at end of period                     4,605             --

FIDELITY VIP II ASSET MANAGER GROWTH
Accumulation unit value at beginning of period                             $  1.102  a    $     --
Accumulation unit value at end of period                                   $  1.222       $     --
Number of accumulation units outstanding at end of period                     7,234             --

a   June 25, 1996 (the first date the Subaccount received a transfer or had a purchase payment allocated)
c   Inception date April 20, 1994
d   June 10, 1996 (the first date the Subaccount received a transfer or had a purchase payment allocated)
</TABLE>      
 

                                       9
<PAGE>
 
                      AMERICAN NATIONAL INSURANCE COMPANY
                           AND THE SEPARATE ACCOUNT



AMERICAN NATIONAL INSURANCE COMPANY

  American National is a stock life insurance company chartered in 1905 in the
State of Texas. It is licensed to do life insurance business in 49 states, the
District of Columbia, Puerto Rico, Guam, and American Samoa. American National's
home office is located at the American National Insurance Building, One Moody
Plaza, Galveston, Texas 77550-7999. The Moody Foundation (the "Foundation"), a
charitable foundation established for charitable and educational purposes, owns
approximately 23.7% of American National's common stock and the Libbie S. Moody
Trust, a private trust, owns approximately 37.6% of such shares. Robert L. Moody
("RLM"), Chairman of the Board and a Director of American National, RLM's son,
Ross R. Moody, and Frances Moody Newman, RLM's mother, are trustees of the
Foundation.

  The Moody National Bank of Galveston (the "Bank") is trustee of the Libbie S.
Moody Trust. RLM is Chairman of the Board and Chief Executive Officer of the
Bank and of Moody Bank Holding Company, Inc. ("MBHC"), the Bank's controlling
stockholder. RLM is also Chairman of the Board and President of Moody
Bancshares, Inc. ("Bancshares"), MBHC's sole shareholder. The Three R Trusts,
trusts established by RLM for the benefit of his children, own 100% of
Bancshares' Class B stock (which elects a majority of Bancshares' directors) and
47.5% of its Class A Stock. The trustee of the Three R Trusts is Irwin M. Herz,
Jr., a partner in Greer, Herz & Adams, LLP, 18th Floor, One Moody Plaza,
Galveston, Texas, General Counsel to American National, the Bank, Bancshares,
MBHC, the American National Fund and Securities Management and Research, Inc.
    
  American National's total assets on December 31, 1996 were $6,529,775,092 on a
statutory basis.     

  American National writes life, health and accident insurance and annuities.

 THE SEPARATE ACCOUNT

  The Separate Account was established by American National on July 30, 1991
pursuant to the insurance laws of the State of Texas. American National is the
depositor of the Separate Account. Under Texas law, the assets of the Separate
Account are held exclusively for the benefit of Contractowners and persons
entitled to payments under the Contracts. At present the Separate Account is
used only to support Variable Annuity Contracts. American National is the legal
holder of the assets in the Separate Account and will at all times maintain
assets in the Separate Account with a total market value at least equal to the
reserve and other contract liabilities for the Separate Account. The assets of
the Separate Account attributable to the Contracts are not chargeable with
liabilities arising out of any other business which American National may
conduct. Income, as well as both realized and unrealized gains or losses from
the assets of the Separate Account, is credited to or charged against the
Separate Account without regard to income, gains or losses arising out of other
business that American National conducts. Nevertheless, these assets shall be
available to cover the liabilities of American National's General Account, but
only to the extent that the Separate Account's assets exceed its liabilities
arising under the Contract's supported by it. In addition to these assets, the
Separate Account assets may include accumulations of the charges American
National makes against Policies and Contracts participating in the Separate
Account. From time to time, any such assets due American National may be
transferred in cash to American National's General Account. Obligations under
the Variable Annuity Contracts are obligations of American National.

  The Separate Account is registered with the Securities and Exchange Commission
("SEC") under the Investment Company Act of 1940 ("1940 Act") as a unit
investment trust, which is a type of investment company. Such registration does
not involve any SEC supervision of the management or investment policies or
practices of the Separate Account. For state law purposes, the Separate Account
is treated as a division of American National. There are currently fourteen
Subaccounts within the Separate Account available to Contractowners and each
invests only in a corresponding Eligible Portfolio.

THE AMERICAN NATIONAL FUND

  Four of the Subaccounts of the Separate Account invest in the shares of a
corresponding portfolio of the American National Fund. The American National
Fund is registered with the SEC under the 1940 Act as an open-end diversified,
series management investment company. The American National Fund shares are also
purchased by American National Variable Life Separate Account.

  The Separate Account will purchase and redeem shares from the American
National Fund at net asset value.

  The investment objectives and policies of each portfolio of the American
National Fund are summarized below. There is no assurance that any of the
portfolios will achieve their stated objectives. More detailed information,
including a description of investment objectives, policies, restrictions,
expenses and risks, is in the prospectus for the American National Fund, which
must accompany this Prospectus and which should be read carefully together with
this Prospectus and retained.

  The American National Fund currently has a Money Market Portfolio, a Growth
Portfolio, a Balanced Portfolio and a Managed Portfolio.

  AN MONEY MARKET PORTFOLIO ... seeks to obtain as high a level of current
income as is consistent with preserving capital and providing liquidity. The
Money Market Portfolio will invest only in money market instruments of high
quality determined by the American National Fund's investment adviser. The Money
Market Portfolio of the American National Funds shall be referred to herein as
"AN Money Market."

                                       10
<PAGE>
 
  AN GROWTH PORTFOLIO ... seeks to achieve capital appreciation normally through
the purchase of common stocks (although such   Portfolio investments are not
restricted to any one type of security). Capital appreciation may also be sought
in other types of securities, including bonds and preferred stocks. This Growth
Portfolio of the American National Fund is referred to herein as "AN Growth."
    
  AN BALANCED PORTFOLIO ... seeks to provide conservation of principal,
reasonable current income and long-term capital appreciation by investing in a
balanced portfolio of fixed-income securities such as bonds, preferred stock and
short-term obligations combined with common stocks and securities convertible
into common stocks.

  AN MANAGED PORTFOLIO ... seeks to achieve growth of capital and/or current
income by investing in a diversified portfolio consisting of, at the American
National Fund's investment adviser's discretion, money market instruments, debt
securities, stock or a combination thereof. It is anticipated that over longer
periods a larger portion of the AN Managed Portfolio will consist of equity
securities.      

  Securities Management and Research, Inc. ("SM&R") is the investment adviser
and manager of the American National Fund. It also provides investment advisory
and portfolio management services to American National and other clients. It
maintains a staff of experienced investment personnel and related support
facilities. Detailed information about the American National Fund Management
Fees is contained in the American National Fund Prospectus. Such fees exceed the
industry average for advisory and administrative fees.

THE FIDELITY FUNDS

  Pursuant to a Participation Agreement between American National, Fidelity
Distributors Corporation and the Fidelity Funds, ten of the Subaccounts of the
Separate Account invest in the shares of ten corresponding portfolios of the
Fidelity Funds. The Fidelity Funds are registered with the SEC under the 1940
Act as open-end diversified, series management investment companies organized as
Massachusetts business trusts. The Fidelity Funds' shares are also purchased by
American National Variable Life Separate Account.
    
  Fidelity Management & Research Company ("FMR"), the Fidelity Funds' investment
adviser, was founded in 1946. FMR provides a number of mutual funds and other
clients with investment research and portfolio management services. It maintains
a large staff of experienced investment personal and a full compliment of
related support facilities. Fidelity Management & Research (U.K.) Inc. ("FMR
U.K.") and Fidelity Management and Research (Far East) Inc. ("FMR Far East") are
wholly owned subsidiaries of FMR that provide research with respect to foreign
securities. FMR U.K. and FMR Far East maintain their principal business offices
in London and Tokyo, respectively. As of December 31, 1996, FMR advised funds
having more than 22 million shareholder accounts with a total value of more than
$270 billion. Fidelity Distributors Corporation distributes shares for the
Fidelity Funds. FMR Corp. is the holding company for the Fidelity companies.
Through ownership of voting common stock, Edward C. Johnson 3d, President and a
Trustee of the Fidelity Funds, and various trusts for the benefit of Johnson
family members form a controlling group with respect to FMR Corp.     

  The Management, Distribution and Service Fees for the Fidelity Funds are
explained in the Fidelity Funds' Prospectuses.

  The Separate Account will purchase and redeem shares from the Fidelity Funds
at net asset value.

  The investment objectives and policies of each portfolio of the Fidelity Funds
are summarized below. There is no assurance that any of the portfolios will
achieve their stated objectives. More detailed information, including a
description of investment objectives, policies, restrictions, expenses and
risks, is in the  prospectus for each of the Fidelity Funds which must accompany
this Prospectus and which should be read carefully together with this Prospectus
and retained. The Fidelity Funds are series mutual funds which currently have a
total of thirteen separate investment portfolios, ten of which are Eligible
Portfolios.
    
  VIP II INVESTMENT GRADE BOND PORTFOLIO ... seeks as high a level of current
income as is consistent with the preservation of capital by investing in a broad
range of investment-grade, fixed-income securities. The VIP II Investment Grade
Bond Portfolio will maintain a dollar-weighted average portfolio maturity of ten
years or less.

  VIP EQUITY-INCOME PORTFOLIO ... seeks reasonable income by investing primarily
in income-producing equity securities. In choosing these securities, the VIP
Equity-Income Portfolio will also consider the potential for capital
appreciation. The VIP Equity-Income Portfolio's goal is to achieve a yield which
exceeds the composite yield on the securities comprising the Standard & Poor's
500 Composite Stock Price Index.

  VIP HIGH INCOME PORTFOLIO ... seeks to obtain a high level of current income
by investing primarily in high-yielding, lower-rated, fixed-income securities,
while also considering growth of capital. High yielding, lower-rated securities
present higher risks of untimely interest and principal payments, default and
price volatility than higher-quality securities, and may present problems of
liquidity and valuation. See the prospectus describing the VIP High Income
Portfolio for more information on the risks of investing in high-yielding,
lower-rated securities.

  VIP GROWTH PORTFOLIO ... seeks to achieve capital appreciation. The VIP Growth
Portfolio normally purchases common stocks, although its investments are not
restricted to any one type of security. Capital appreciation may also be found
in other types of securities, including bonds and preferred stocks.

  VIP OVERSEAS PORTFOLIO ... seeks long term growth of capital primarily through
investments in foreign securities. VIP Overseas Portfolio provides a means for
investors to diversify their own portfolios by participating in companies and
economies outside of the United States.     

                                       11
<PAGE>
 
     
  VIP MONEY MARKET PORTFOLIO ... seeks to obtain as high a level of current
income as is consistent with preserving capital and providing liquidity. The VIP
Money Market Portfolio will invest only in high quality U.S. dollar denominated
money market securities of domestic and foreign issuers.

  VIP II ASSET MANAGER PORTFOLIO ... seeks high total return with reduced risk
over the long-term by allocating its assets among stocks, bonds and short-term
fixed-income instruments.

  VIP II INDEX 500 PORTFOLIO ... seeks to provide investment results that
correspond to the total return (i.e., the combination of capital charges and
income) of common stocks publicly traded in the United States. In seeking this
objective, the VIP II Index 500 Portfolio attempts to duplicate the composition
and total return of the Standard & Poor's 500 Composite Stock Price Index while
keeping transaction cost and other expense low. The VIP II Index 500 Portfolio
is designed as a long-term investment option.

  VIP II CONTRAFUND PORTFOLIO ... seeks capital appreciation by investing in
companies FMR believes to be undervalued due to an overly pessimistic appraisal
by the public. In pursuit of the fund's goal, FMR looks for companies with the
following characteristics: (i) unpopular, but improvements seem possible due to
developments such as a change in management, a new product line, or an improved
balance sheet, (ii) recently popular, but temporarily out of favor due to short-
term or onetime factors, or (iii) undervalued compared to other companies in the
same industry.

  VIP II ASSET MANAGER: GROWTH PORTFOLIO ... seeks to maximize total return over
the long term by allocating its assets among stocks, bonds, and short-term
instruments. Allocating among different types of investments allows the fund to
take advantage of opportunities wherever they may occur, but also subjects the
fund to the risks of a given investment type.     

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

American National reserves the right, subject to applicable law, to make
additions to, deletions from, or substitutions for the shares that are held in
the Separate Account or that the Separate Account may purchase. If the shares of
an Eligible Portfolio are no longer available for investment or if in American
National's judgment further investment in any Eligible Portfolio should become
in appropriate in view of the purposes of the Separate Account, American
National may redeem the shares, if any, of that Eligible Portfolio, and
substitute shares of another registered open-end management company. American
National will not substitute any shares attributable to a Contractowner's
interest in a Subaccount of the Separate Account without notice and prior
approval of the SEC and possible state insurance authorities, to the extent
required by the 1940 Act or other applicable law. The Separate Account may, to
the extent permitted by law, purchase other securities from other contracts or
permit a conversion between contracts upon request by the Contractowners.

  American National also reserves the right to establish additional Subaccounts
of the Separate Account, each of which would invest in shares corresponding to a
new portfolio of the American National Fund or in shares of another investment
company having a corresponding investment objective. American National may
eliminate one or more Subaccounts with SEC approval if marketing needs, tax
considerations or investment conditions warrant. Any new Subaccounts may be made
available to existing Contractowners on a basis to be determined by American
National.

  If any of these substitutions or changes are made, American National may by
appropriate endorsement change the Contract to reflect the substitution or
change. If American National deems it to be in the best interest of
Contractowners, and subject to any approvals that may be required under
applicable law, the Separate Account may be operated as a management company
under the 1940 Act, it may be registered under that Act if registration is no
longer required, or it may be combined with other American National Separate
Accounts. In addition, American National may, when permitted by law, restrict or
eliminate any voting rights as to the Separate Account.

  The Contractowner will be notified of any material change in the investment
policy of any Eligible Portfolio in which the Contractowner has an interest.

  Unless Contractowners have directed a different allocation, shares of the
American National Fund and the Fidelity Funds will be redeemed, pro rata, to the
extent necessary for American National to collect charges under the Contract, to
pay the surrender value upon full or partial surrenders of the Contracts, to
make policy loans, to provide benefits under the Contract, or to transfer assets
from one Subaccount to another or to the Fixed Account. Any dividend or capital
gain distribution received from an Eligible Portfolio will be reinvested
immediately at net asset value in shares of that Eligible Portfolio and retained
as assets of the corresponding subaccount.

  Each Contractowner should periodically consider the allocation among the
Subaccounts and the Fixed Account in light of current market conditions and the
investment risks attendant to investing in the American National Fund's and the
Fidelity Fund's various portfolios.

                                       12
<PAGE>
 
                                 FIXED ACCOUNT

  Contractowners may elect to allocate all or a portion of their Net Purchase
Payment to the Fixed Account and, subject to certain limitations, they may also
transfer Accumulation Value from the Subaccount to the Fixed Account. Transfers
from the Fixed Account to the Subaccount are restricted.

  Net Purchase Payments allocated to the Fixed Account and transfers from a
Subaccount to the Fixed Account are placed in the General Account of American
National. The General Account includes all of American National's assets except
those assets segregated in its separate accounts. American National has the sole
discretion to invest the assets of its General Account, subject to applicable
law. American National bears an investment risk for all amounts allocated or
transferred to the Fixed Account and interest credited thereto, less any
deduction for charges and expenses, whereas the Contractowner bears the
investment risk that the declared rate will fall to a lower rate after the
expiration of a declared rate period. Because of exemptive and exclusionary
provisions, interests in the General Account have not been registered under the
Securities Act of 1933 (the "1933 Act"), nor is the General Account registered
as an investment company under the 1940 Act. Accordingly, neither the General
Account nor any interest therein is generally subject to the provisions of the
1933 or 1940 Act. American National understands that the staff of the SEC has
not reviewed the disclosures in this Prospectus relating to the Fixed Account
portion of the Contract; however, disclosures regarding the Fixed Account
portion of the Contract may be subject to generally applicable provisions of the
federal securities laws regarding the accuracy and completeness of statements
made in prospectuses.

  American National guarantees that it will credit interest to the Fixed Account
at an effective annual rate of at least 3.0% compounded daily. American National
may, at its discretion, declare higher interest rate(s) for amounts allocated or
transferred to the Fixed Account.

                                       13
<PAGE>
 
                                   CONTRACT
PURPOSE OF THE CONTRACT

  The Contract described in this Prospectus may be issued for use with
retirement plans and trusts qualified under the Internal Revenue Code of 1986,
as amended (the "Code"), for favorable tax treatment ("Qualified Contracts") and
for use with plans and trusts which are not so qualified ("Non-Qualified
Contracts"). See section entitled "Federal Tax Matters-Qualified Contracts,"
page 19 for further details.

  The terms of the Contracts may only be changed by mutual agreement between
American National and each Contractowner, except as described in "Substitution
of Investments," on page 11; for changes required to make the Contracts comply
with any law or regulation issued by a governmental agency to which American
National or the Contracts are subject; and for changes necessary to assure
continued qualification of the Contracts under the Internal Revenue Code.

TYPE OF CONTRACT

  This Prospectus offers a Group Unallocated Contract which is a form of a
Deferred Annuity Contract.

  The availability of the Contract described herein in any particular state is
dependent upon the approval of that Contract by that state.

CONTRACT APPLICATION AND PURCHASE PAYMENTS

  An entity wishing to purchase a Contract must complete an application and
provide the required initial Purchase Payment which will be sent to American
National's home office. See page 14, "Allocation of Purchase Payments." If an
incomplete application cannot be completed within five days of its receipt, the
applicant will be notified of the reasons for the delay and any payment received
will be returned immediately unless the applicant specifically consents to have
American National retain the payment pending completion of the application.

  As indicated earlier, Contractowners have a "free look" period, generally ten
days, within which a Contractowner can return the Contract to American
National's home office and American National will then refund the greater of all
Purchase Payments made by the Contractowner or the Accumulation Value plus any
premium taxes, mortality and risk fees and advisory fees deducted. The "free
look" period is established by state law and generally runs ten days after the
Contractowner receives the Contract. The "free look" period is not based on the
date which a Plan Participant receives a Contract. Therefore, the "free look"
period may have expired before a Plan Participant makes his or her initial
contribution to a Plan. American National requires that all Net Purchase
Payments received by American National during the 15-day period after the Date
of Issue are allocated to the Subaccount of the Money Market Portfolio of the
Fidelity Funds. Thereafter, such amounts allocated to the Subaccount of the
Money Market Portfolio and Net Purchase Payments paid are allocated as directed
by the Contractowner. No surrender charges are assessed on premiums returned
during this "free look" period.

  The Contract requires a minimum initial payment of $2000 and subsequent
payments of $100. The maximum Purchase Payment is $1,000,000 without the prior
approval of American National. These amounts may be changed at the sole
discretion of American National. In addition, American National reserves the
right to terminate any Contract for certain specified reasons, including failure
of the Accumulation Value to meet certain specified minimums.

ALLOCATION OF PURCHASE PAYMENTS

  After the "free look" period, Net Purchase Payments will be allocated to each
Subaccount in accordance with the written instructions contained in the
application. The Contractowner may by written instruction to the home office
indicate one or more Subaccounts and/or the Fixed Account to which a specified
portion or portions of the Net Purchase Payment should be applied. Changes in
allocation of future Net Purchase Payments may be made at any time by written
instruction to the American National home office or by telephone instruction,
provided that a properly completed Telephone Transfer Authorization Form is on
file with American National.

CREDITING OF ACCUMULATION UNITS

  All Net Purchase Payments received will purchase Accumulation Units in the
Subaccount selected and/or allocated to the Fixed Account. The number of
Accumulation Units purchased is determined by dividing the dollar amount of the
Net Purchase Payment allocated to the Subaccount by the Accumulation Unit Value
for that Subaccount next computed following allocation of the Net Purchase
Payment to such Subaccount. The Net Purchase Payments are not credited to a
Subaccount until actually received by American National. A Plan Participant's
contribution to a Plan will not be credited to the Contract until the
Contractowner forwards such contribution to American National.

DETERMINING THE ACCUMULATION UNIT VALUES

  The Accumulation Unit Value of each Subaccount reflects the investment
performance of that Subaccount. The Accumulation Unit Value of each Subaccount
shall be calculated by: (i) multiplying the per share net asset value of the
corresponding Eligible Portfolio on the Valuation Date times the number of
shares held by the Subaccount, after the purchase or redemption of any shares on
that date; (ii) subtracting therefrom a charge for the administrative fee,
distribution expense charge and the mortality and expense risk fee for that
Subaccount and  (iii) dividing the result by the total number of units held in
the Subaccount on the Valuation Date, before the purchase or redemption of any
units on that date. The Accumulation Unit Value for each Subaccount shall be
calculated at the end of each Valuation Period. Investment performance of the
portfolio companies, portfolio company expenses, and the deduction of certain
charges affect the Accumulation Unit Value for each Subaccount.

TRANSFERS

Accumulation Value may be transferred among the subaccounts and/or the Fixed
Accounts subject to the following limits. The transfer may be requested in
person, by mail or by telephone. A Telephone Transfer Authorization Form must be
on file at American National's home office before any telephone instructions
will be allowed. The total amount transferred from each subaccount 

                                       14
<PAGE>
 
must be at least $250., or the balance of the Subaccount, if less. The minimum
amount that may remain in a Subaccount after a transfer is $100. American
National will effectuate transfers and determine all values in connection with
transfers on the later of the date designated in the request or at the end of
the Valuation Period during which the transfer request is received. Transfers
from the Fixed Account to the Subaccounts are allowed subject to the following
limits. Once each Contract Year, during the thirty-day period beginning on the
Contract anniversary, the maximum amount which may be transferred from the Fixed
Account to the Subaccounts is the greater of (a) twenty-five percent of the
amount in the Fixed Account, or (b) $1,000. The first twelve transfers per
Contract Year will be permitted free of charge. Any additional transfers will be
charged a $10.00 fee at the time of the transfer and will be deducted from the
amount transferred. (See Exchange Fee, page 16.) American National may at any
time revoke or modify the transfer privilege, including the number and minimum
amount transferable. 

                                       15
<PAGE>
 
                            CONTRACTOWNER INQUIRIES

  Contractowner inquiries should be addressed to American National Insurance
Company, One Moody Plaza, Galveston, Texas 77550-7999, or made by calling 
(409) 763-4661.

                            CHARGES AND DEDUCTIONS

SURRENDER CHARGE

  Since no deduction for a sales charge is made from Purchase Payments, a
contingent deferred sales charge (a "Surrender Charge") is imposed on certain
partial and full withdrawals to cover certain expenses relating to the
distribution of the Contracts. A Surrender Charge is imposed based upon the
Contract Year in which the withdrawal is made. The Surrender Charge is a maximum
of 4% of the Accumulation Value withdrawn and grades down to zero in the eighth
Contract Year.

  In no event will the sum of all surrender charges and the distribution expense
charges assessed exceed 9.0% of total Purchase Payments paid. (See the chart
under "Contractowner Transaction Expenses" at Page 6.)

OTHER CHARGES

(a)  Administrative Charges

     American National's administrative charges consist of a daily
     administrative asset fee. The administrative charge is to covers all fixed
     and varying costs of administering the Contract. This charge is designed
     only to reimburse American National for the cost of administration and is
     not intended to produce a profit.

     An administrative asset fee is charged daily at an annual rate of 0.10% to
     each Subaccount to cover the varying costs of a Contract.

(b)  State Premium Taxes

     An amount for state premium taxes (which presently range from 0% to 3.5%)
     will be deducted if assessed by a given state. American National's current
     practice is to deduct any state premium tax imposed by a State from
     Purchase Payments made under the Contracts when the payments are received
     by American National.

(c)  Mortality and Expense Risk Fee

     American National assumes a number of risks under the Contracts. While
     annuity payments will vary in accordance with the investment performance of
     the selected Subaccounts, the amount of such payments will not be decreased
     because of adverse mortality experiences of Plan Participants as a class or
     because of an increase in actual expenses of American National over the
     expense charges provided for in the Contracts. American National assumes
     the risk that Plan Participants as a class may live longer than expected
     (necessitating a greater number of annuity payments) and that fees deducted
     may not prove sufficient to cover its actual costs. In assuming these
     risks, American National agrees to continue annuity payments under life-
     contingent annuity options determined in accordance with the annuity tables
     and other provisions of the Contracts, to the Plan Participant or other
     payee for as long as he or she may live. American National assumes the risk
     that fees deducted may not prove sufficient to cover its actual costs.

     For American National's contractual promises to accept this risks, a 0.85%
     per annum Mortality and Expense Risk Fee will be assessed daily against the
     Separate Account based on the value of its net assets. American National
     could realize a gain or a loss from such fee depending on the mortality and
     expenses actually incurred.

(d)  Charges for Taxes

     Currently, no charge will be made against the Separate Account for federal,
     state or local income taxes. American National may, however, make such a
     charge in the future if income or gains within the Separate Account will
     incur any federal, or any significant state or local tax treatment or if
     tax treatment of American National changes. Charges for such taxes, if any,
     would be deducted from the Separate Account and/or the Fixed Account.
     American National would not realize a profit on such taxes with respect to
     the Contracts.

(e)  Exchange Fee

     An exchange fee of $10.00 will be imposed for each additional transfer
     among the Subaccounts and Fixed Account after twelve transfers per Contract
     Year to compensate American National for the costs of effecting the
     transfer. Since the fee reimburses American National for the cost of
     effecting the transfer only, American National does not expect to make any
     profit from the exchange fee. This fee will be deducted from the amount
     transferred. The amount of the transfer charge will not be increased.

EXCEPTIONS TO CHARGES

  The surrender charges or other administrative charges or deductions may be
reduced for sales of Contracts to a trustee, employer, or similar entity
representing a group where American National determines that such sales result
in savings of sales or administrative expenses. In addition, directors, officers
and bona fide full-time employees (and their spouses and minor children) of SM&R
and American National are permitted to purchase Contracts with substantial
reduction of the surrender charges or other administrative charges or
deductions.

                                       16
<PAGE>
 
                       DISTRIBUTIONS UNDER THE CONTRACT


FULL AND PARTIAL SURRENDERS

  To the extent permitted by the Plan under the terms of which the Contract was
purchased, any Contract may be surrendered in full or partially during the
Accumulation Period, subject to the limitations discussed herein. If a partial
surrender would leave less than $250 total Accumulation Value in the Contract,
then the Contract will be fully surrendered. A request for a partial surrender
should specify the allocation of that surrender, as applicable, from the Fixed
Account and each Subaccount. In the absence of specification, such surrender
shall be allocated among the Subaccounts and the Fixed Account in the same
proportion as the Accumulation Value in each Subaccount and the Fixed Account
bears to the total Accumulation Value of the Contract on the date of surrender.

  Upon receipt of an application for a partial or full surrender of a Contract
signed by the Contractowner, the applicable Accumulation Unit Value will be that
next determined after such application is received in American National's home
office. The Accumulation Value of a Contract which is available for full
surrender may be determined by multiplying the number of Accumulation Units for
each Subaccount times the Accumulation Unit Value at that time, adding any
Accumulation Value in the Fixed Account and deducting any surrender charge.
Partial or full surrenders will be paid within seven days of receipt of the
written request in proper form, except as described below.

  If at the time the Contractowner makes a surrender request, he or she has not
provided American National with a written election not to have federal and state
income taxes withheld, American National is required by law to withhold such
taxes from the taxable portion of any surrender, and to remit that amount to the
federal and/or state government.

                                       17
<PAGE>
 
                               ANNUITY PAYMENTS

  All or a part of the Accumulation Value may be applied to any of the Annuity
Options. Any such Accumulation Value will be transferred into the Fixed Account
and annuity payments will be based upon the annuity option selected. If any of
the Accumulation Value is applied to an Annuity Option, such Accumulation Value
shall be segregated and annuity payments shall be made according to the annuity
option selected and to the Plan Participant designated by the Contractowner.
Accumulation Value which is applied to an Annuity Option is treated as an
immediate variable annuity contract for the Plan Participant designated, however
the Contract is not subject to the onetime $100 charge normally applicable to
individual immediate variable annuity contracts issued by American National.
(See the Prospectus for the individual forms of Variable Annuity Contracts
issued by American National for more information.)

ANNUITY OPTIONS

  The following annuity options are available to Contractowners. The Plans will
specify which of these options are available to individual Plan Participants.

  Option 1 - Life Annuity - Annuity payment payable monthly during the lifetime
of an individual, ceasing with the last annuity payment due prior to the death
of the individual. This option offers the maximum level of monthly annuity
payments since there is no provision for a minimum number of annuity payments or
a death benefit for beneficiaries. It would be possible under this option for an
individual to receive only one annuity payment if death occurred prior to the
due date of the second annuity payment, two if death occurred before the third
annuity payment date, etc.

  Option 2 - Life Annuity with Ten or 20 Years Certain - An annuity payable
monthly during the lifetime of an individual with payments made for a period
certain of not less than ten or 20 years, as elected. The annuity payments will
be continued to a designated beneficiary until the end of the period certain.

  Option 3 - Joint and Survivor Annuity - An annuity payable monthly during the
joint lifetime of an individual and another named individual and thereafter
during the lifetime of the survivor, ceasing with the last annuity payment due
prior to the death of the survivor. It would be possible under this option, for
only one annuity payment to be made if both individuals under the option died
prior to the second annuity payment date, or only two annuity payments if both
died prior to the third annuity payment date, etc.

  Option 4 - Deposit Option - The amount due may be left on deposit with
American National for placement in its Fixed Account with interest at the rate
of not less than 3.0% per year. Interest will be paid annually, semiannually,
quarterly or monthly as elected. This option may not be available under certain
Qualified Contracts.

  Option 5 - IRC Age Recalculation - An annuity payment based upon the Plan
Participant's life expectancy, or the joint life expectancies of the Plan
Participant and a beneficiary, at the Plan Participant's attained age (and the
beneficiary's attained or adjusted age, if applicable) each year as computed in
reference to actuarial tables prescribed by the Treasury Secretary, until the
amount applied, adjusted daily by the investment results, is exhausted.

  At any time, any amount remaining under Option 4 may be withdrawn as a lump
sum or, if that amount is at least $2,000, may be applied under any one of the
first three Options. The lump sum payment requested will be paid within seven
days of receipt of the request at the home office based on the value next
computed after receipt of the request.

  Other Annuity Forms - Provision may be made for annuity payments in any
reasonable arrangement mutually agreed upon.

  If the beneficiary dies while receiving annuity payments certain under 
Option 2, 3, or 5 above, the present value will be paid in a lump sum to the
estate of the beneficiary.

ANNUITY PROVISIONS

  Non-qualified life contingent annuity payments are determined on the basis of
the mortality table (1983 Table a projected to 1993, and 3.0% interest) which
generally reflects the age and sex of the Plan Participant and the type of
annuity option selected.

  Qualified life contingent annuity payments are determined on the basis of the
mortality table [1983 Table a (female) projected to 1993, and 3.0% interest]
which generally reflects the age of the Plan Participant and type of annuity
option selected.

  Payment of any amount upon surrender, partial withdrawal or transfer may be
postponed whenever: (i) the New York Stock Exchange is closed other than
customary weekend and holiday closings, or trading on the New York Stock
Exchange is restricted as determined by the Securities and Exchange Commission
("Commission"); (ii) the Commission by order permits postponement for the
protection of the Contractowners; or (iii) an emergency exists, as determined by
the Commission, as a result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to determine the value of the
Separate Account's net assets.

                                       18
<PAGE>
 
                        FEDERAL TAX MATTERS


INTRODUCTION

  The following discussion is general in nature and is not intended as tax
advice for each Contractowner. It does not address the tax consequences
resulting from all situations in which a Contractowner may maintain such a
Contract. Tax advice should be sought from a competent source prior to purchase.
The discussion below is based on American National's understanding of the
present federal tax law as currently interpreted by the Internal Revenue
Service. No representation is made as to the continuation of present federal tax
law or its current interpretation. State tax law may also be applicable.

TAXATION OF ANNUITIES IN GENERAL

  Since a Group Unallocated Contract is not purchased directly by individuals,
those portions of the Code relating to individual ownership are not applicable
to the Group Unallocated Contractowner. Certain provisions of Section 72 of the
Code would apply if the Contractowner is a corporation or is not a natural
person and the Contract is not maintained under a plan which has favorable tax
treatment under the Code.

  The United States Treasury Department has adopted regulations under Section
817(h) of the Code which set standards of diversification for the investment
underlying the Contract, in order for the Contract to be treated as annuities
for income tax purposes. American National intends that these diversification
standards will be satisfied. American National reserves the right to amend the
Contract in any way necessary to maintain compliance with these standards.

QUALIFIED CONTRACTS

  The Group Unallocated Contract is designed for use with several types of
qualifying Plans subject to Code sections 401 and 457. The tax rules applicable
to such qualified Plans vary according to the type of Plan and the terms and
conditions of the Plan itself. Participants in qualified Plans may include
business owners (both self-employed and stockholders) and their employees for
whom pension and profit sharing plans have been established and government
employees covered by a section 457 deferred compensation plan.

  As a general rule, purchase payments made by or for participants in qualified
Plans are not subject to taxation at the time such payments are made in the
Contract. In their capacity as Plan trustees or administrators, Contractowners
are responsible for the communication of appropriate information about the
operation of the Plan and the tax consequences of distributing benefits.
Distribution of benefits and tax withholding thereon is the sole responsibility
of the Contractowner.

  Due to the complexity of the tax rules associated with the sponsorship and
operation of qualified Plans, entities contemplating establishment of such Plans
should seek advice from competent sources with respect to the responsibilities
and obligations associated with such Plans.

                                  PERFORMANCE

  Performance information for the Subaccounts may appear in reports and
advertising to current and prospective Contractowners. The performance
information is based on historical investment experience of the Subaccounts and
the Funds and does not indicate or represent future performance.

  Total returns are based on the overall dollar or percentage change in value of
a hypothetical investment. Total return quotations reflect changes in Fund share
price, the automatic reinvestment by the separate account of all distributions
and the deduction of applicable annuity charges (including any contingent
deferred sales charges that would apply if a Contractowner surrendered the
Contract at the end of the period indicated). Quotations of total return may
also be shown that do not take into account certain contractual charges such as
a contingent deferred sales load. The total return percentage will be higher
under this method than under the standard method described above.

  A cumulative total return reflects performance over a stated period of time.
An average annual total return reflects the hypothetical annually compounded
return that would have produced the same cumulative total return if the
performance had been constant over the entire period. Because average annual
total returns tend to smooth out variations in a Subaccount's returns, you
should recognize that they are not the same as actual year-by-year results.

  Some Subaccounts may also advertise yield. These measures reflect the income
generated by an investment in the Subaccount over a specified period of time.
This income is annualized and shown as a percentage. Yields do not take into
account capital gains or losses or the contingent deferred sales load.

  The FID Money Market Subaccount may advertise its current and effective yield.
Current yield reflects the income generated by an investment in the Subaccount
over a 7-day period. Effective yield is calculated in a similar manner except
that income earned is assumed to be reinvested. The Investment Grade Bond and
the High Income Subaccounts may advertise a 30-day yield which reflects the
income generated by an investment in the Subaccount over a 30-day period.

                                       19
<PAGE>
 
                         DISTRIBUTOR OF THE CONTRACTS

  SM&R, One Moody Plaza, Galveston, Texas 77550-7999, a wholly-owned subsidiary
of American National will act as the principal underwriter of the Contracts
pursuant to a Distribution and Administrative Services Agreement between itself
and American National. SM&R was organized under the laws of the State of Florida
in 1964, and is a registered broker/dealer pursuant to the Securities Exchange
Act of 1934 and a member of the National Association of Securities Dealers. (See
the American National Fund's Prospectus.) Registered representatives of SM&R who
sell Variable Annuities will receive commissions from SM&R based upon a
commission schedule. After issuance of the Contract, broker-dealers will receive
sales commissions aggregating no more than 6.1% of the Purchase Payments. In
addition to such sales commissions, after the first Contract year, broker-
dealers who have entered into distribution agreements with American National may
receive an annual override commission of no more than 0.25% of the Contract's
accumulation value. SM&R and American National may authorize other registered
broker/dealers and their Registered Representatives to sell the Contracts
subject to applicable law.

                 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

  American National holds the assets of the Separate Account. The assets are
kept physically segregated and held separate and apart from the General Account
assets, except for the Fixed Account. American National maintains records of all
purchases and redemptions of shares of Eligible Portfolios by each of the
Subaccounts.

                                 VOTING RIGHTS

  All of the assets held in the Subaccounts of the Separate Account will be
invested in shares of the corresponding Eligible Portfolios. American National
is the legal holder of those shares and as such has the right to vote to elect
the Board of Directors of the American National Fund and the Fidelity Funds, to
vote upon certain matters that are required by the 1940 Act to be approved or
ratified by the shareholders of a mutual fund, and to vote upon any other matter
that may be voted upon at a shareholders' meeting. To the extent required by
law, American National will vote all shares of Eligible Portfolios held in the
Separate Account at regular and special shareholder meetings in accordance with
instructions received from Contractowners. The number of votes for which each
Contractowner has the right to provide instructions will be determined as of the
record date selected by the Board of Directors of the American National Fund or
the Fidelity Funds, as the case may be. American National will furnish
Contractowners with the proper forms, materials and reports to enable them to
give it these instructions.

  The number of shares of an Eligible Portfolio in a Subaccount for which
instructions may be given by a Contractowner is determined by dividing the
Accumulation Value held in that Subaccount by the net asset value of one share
in the corresponding Eligible Portfolio. Fractional shares will be counted.
Shares of an Eligible Portfolio held in each Subaccount for which no timely
instructions from Contractowners are received and shares of an Eligible
Portfolio held in each Subaccount which do not support Contractowner interests
will be voted by American National in the same proportion as those shares in
that Subaccount for which timely instructions are received. Voting instructions
to abstain on any item to be voted will be applied on a pro rata basis to reduce
the votes eligible to be cast. Should applicable federal securities laws or
regulations permit, American National may elect to vote shares of the Eligible
Portfolios in its own right.

  Matters on which Contractowners may give voting instructions include the
following:  (1) election of the Board of Directors of the American National Fund
or the Fidelity Funds (2) ratification of the independent accountant of the
American National Fund or the Fidelity Funds;  (3) approval of the Investment
Advisory Agreement for the Eligible Portfolio(s) corresponding to the
Contractowner's selected Subaccount;  (4) any change in the fundamental
investment Policies of the Eligible Portfolio(s) corresponding to the
Contractowner's selected Subaccount(s); and (5) any other matter requiring a
vote of the shareholders of the American National Fund or the Fidelity Funds
under the 1940 Act.

                                 LEGAL MATTERS

  All matters of Texas law pertaining to the Contract, including the validity of
the Contract and American National's right to issue the Contract under Texas 
Insurance Law, have been passed upon by Greer, Hertz and Adams, LLP, General 
Counsel.

                                       20
<PAGE>
 
                     STATE REGULATION OF AMERICAN NATIONAL

  American National, a stock life insurance company organized under the laws of 
Texas, is subject to regulation by the Texas Department of Insurance. On or 
before March 1 of each year a National Association of Insurance Commissioners 
convention blank covering the operations and reporting on the financial 
condition of American National and the Separate Account as of December 31 of the
preceding year must be filed with the Texas Department of Insurance.

  Periodically, the Texas Department of Insurance examines the liabilities and 
reserves of American National and the Separate Account and certifies their 
adequacy. A full examination of American National's operations is also conducted
periodically by the National Association of Insurance Commissioners.

  In addition, American National is subject to the insurance laws and 
regulations of other states within which it is licensed or may become licensed 
to operate. The Contracts offered by the Prospectus are available in the various
states as approved. Generally, the Insurance Department of any other state 
applies the laws of the state of domicile in determining permissible 
investments. However, differences in state laws may require American National to
offer a Contract in one or more states which are more favorable to a 
Contractowner than provisions in a Contract offered in other states.

                               LEGAL PROCEEDINGS

  There are no legal proceedings to which the Separate Account is a party or to 
which the assets of the Separate Account are subject. American National is not 
involved in any litigation that is of material importance in relation to its 
total assets or that relates to the Separate Account.

                                    EXPERTS
    
  The consolidated financial statements of American National Insurance Company 
and subsidiaries as of December 31, 1996 and 1995 and for the years then ended, 
and the statements of net assets of American National Variable Annuity Separate 
Account as of December 31, 1996 and the related statements of operations for the
year then ended, and the statements of changes in net assets for each of the two
years in the period then ended, included in the registration statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in 
their reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said 
reports.     

                            ADDITIONAL INFORMATION

  A registration statement has been filed with the Securities and Exchange 
Commission, under the Securities Act of 1933, as amended, with respect to the 
Contract offered hereby. This Prospectus does not contain all the information 
set forth in the registration statement and the amendments and exhibits to the 
registration statement, to all of which reference is made for further 
information concerning the Separate Account, American National and the Contract 
offered hereby. Statements contained in this Prospectus as to the contents of 
the Contract and other legal instruments are summaries. For a complete statement
of the terms thereof reference is made to such instruments as filed.

                              FINANCIAL STATEMENTS

  The financial statements of American National should be considered only as 
bearing on the ability of American National to meet its obligations under the
Contracts. They should not be considered as bearing on the investment
performance of the assets held in the Separate Account. The financial statements
can be found in the Statement of Additional Information.


                                      21

<PAGE>
 
                               TABLE OF CONTENTS
                    OF STATEMENT OF ADDITIONAL INFORMATION


                                                                    PAGE

The Contract......................................................    3
Valuation of Accumulation Units...................................    3
Computation of Variable Annuity Payments..........................    3
Annuity Unit Value................................................    3
Summary...........................................................    4
Exceptions to Charges.............................................    4
Termination of Contract...........................................    4
Group Unallocated Contract........................................    4
Additional Federal Tax Matters....................................    4
Limits on Subsequent Purchase Payments
(Under the Internal Revenue Code).................................    4
Taxation of American National.....................................    5
Tax Status of the Contracts.......................................    5
Assignment........................................................    5
Distribution of the Contracts.....................................    5
Safekeeping of Separate Account Assets............................    5
State Regulation of American National.............................    5
Records and Reports...............................................    6
Performance.......................................................    6
Total Return......................................................    6
Yields............................................................    6
Legal Matters.....................................................    7
Legal Proceedings.................................................    7
Experts...........................................................    7
Additional Information............................................    7
Financial Statements..............................................    7
Financials........................................................    8

                                       22
<PAGE>
 
        DISTRIBUTOR
        Securities Management & Research, Inc.
        One Moody Plaza
        Galveston, Texas 77550-7999

        CUSTODIAN
        American National Insurance Company
        One Moody Plaza
        Galveston, Texas 77550-7999

        INVESTMENT MANAGER
        Securities Management & Research, Inc.
        One Moody Plaza
        Galveston, Texas 77550-7999

        INSURER
        American National Insurance Company
        One Moody Plaza
        Galveston, Texas 77550-7999



        [AMERICAN NATIONAL LOGO APPEARS HERE]


        Form 1005 4-97      
<PAGE>
 
AMERICAN NATIONAL INSURANCE COMPANY
ONE MOODY PLAZA
GALVESTON, TEXAS 77550-7999


                               AMERICAN NATIONAL
                       VARIABLE ANNUITY SEPARATE ACCOUNT


STATEMENT OF ADDITIONAL INFORMATION
April 30, 1997    
Relating to the Prospectuses dated April 30, 1997     
(409) 763-4661


INVESTMENT MANAGER
   Securities Management and Research, Inc.
   One Moody Plaza
   Galveston, Texas 77550-7999

UNDERWRITER
   Securities Management and Research, Inc.
   One Moody Plaza
   Galveston, Texas 77550-7999
 
CUSTODIAN
   American National Insurance Company
   One Moody Plaza
   Galveston, Texas 77550-7999

INDEPENDENT AUDITORS
   Arthur Andersen LLP
   711 Louisiana, Suite 1300
   Houston, Texas 77002-2786

    
Form 5774-SAI     
                                       1
<PAGE>
 
AMERICAN NATIONAL INSURANCE COMPANY
One Moody Plaza
Galveston, Texas 77550-7999


                               AMERICAN NATIONAL
                       VARIABLE ANNUITY SEPARATE ACCOUNT
                                 STATEMENT OF
                            ADDITIONAL INFORMATION
                                APRIL 30, 1997     
    
  This Statement of Additional Information expands upon subjects discussed in
the current Prospectuses for the Variable Annuity Contracts ("the Contracts")
offered by American National Insurance Company ("American National"). You may
obtain a copy of the Prospectuses dated April 30, 1997, by calling 
(409) 763-4661, or writing to American National Insurance Company, One Moody
Plaza, Galveston, Texas 77550-7999. Terms used in the current Prospectuses for
the Contract are incorporated in this Statement.     

  THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
        READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT. 

                               TABLE OF CONTENTS

                                                                   PAGE

The Contract.....................................................    3
Valuation of Accumulation Units..................................    3
Computation of Variable Annuity Payments.........................    3
Annuity Unit Value...............................................    3
Summary..........................................................    4
Exceptions to Charges............................................    4
Termination of Contract..........................................    4
Group Unallocated Contract.......................................    4
Additional Federal Tax Matters...................................    4
Limits on Subsequent Purchase Payments
(Under the Internal Revenue Code)................................    4
Taxation of American National....................................    5
Tax Status of the Contracts......................................    5
Assignment.......................................................    5
Distribution of the Contracts....................................    5
Safekeeping of Separate Account Assets...........................    5
State Regulation of American National............................    5
Records and Reports..............................................    6
Performance......................................................    6
Total Return.....................................................    6
Yields...........................................................    6
Legal Matters....................................................    7
Legal Proceedings................................................    7
Experts..........................................................    7
Additional Information...........................................    7
Financial Statements.............................................    7
Financials.......................................................    8

                                       2
<PAGE>
 
                                 THE CONTRACT

  The following provides additional information about the contracts which
supplements the description in the Prospectus and which may be of interest to
some Contractowners.

VALUATION OF ACCUMULATION UNITS

  The Accumulation Unit Value for a Subaccount on any day is equal to (a)
divided by (b), where (a) is the net asset value of the corresponding Eligible
Portfolio of the underlying fund owned by each Subaccount less any applicable
deductions and (b) is the number of Accumulation Units of that Subaccount at the
beginning of that day.

COMPUTATION OF VARIABLE ANNUITY PAYMENTS

  The amount of the first variable annuity payment to the annuitant will depend
on the amount of his/her accumulation value applied to affect the variable
annuity as of the tenth day immediately preceding the date annuity payments
commence, the amount of any premium tax owed (if applicable), the annuity option
selected, and the age of the annuitant. The contracts contain tables indicating
the dollar amount of the first annuity payment under annuity options 1, 2, 3,
and 4 for each $1,000 of accumulation value at various ages. These tables are
based upon the 1983 Table a (promulgated by the Society of Actuaries) and an
Assumed Investment Rate (the AIR) of 3.0% per annum.

  In any subsequent month, the dollar amount of the variable annuity payment is
determined by multiplying the number of annuity units in the applicable
division(s) by the value of such annuity unit on the tenth day preceding the due
date of such payment. The annuity unit value will increase or decrease in
proportion to the net investment return of the division(s) underlying the
variable annuity since the date of the previous annuity payment, less an
adjustment to neutralize the 3.0% or other AIR referred to above.

  Therefore, the dollar amount of variable annuity payments after the first will
vary with the amount by which the net investment return is greater or less than
the 3.0% (or other AIR) per annum. For example, assuming a 3.5% AIR, if an
Eligible Portfolio has a cumulative net investment return of 5% over a one year
period, the first annuity payment in the next year will be approximately 1.5
percentage points greater than the payment on the same date in the preceding
year, and subsequent payments will continue to vary with the investment
experience of the Eligible Portfolio.

  If such net investment return is 1% over a one year period, the first annuity
payment in the next year will be approximately 2.5 percentage points less than
the payment on the same date in the preceding year, and subsequent payments will
continue to vary with the investment experience of the applicable division.

                              ANNUITY UNIT VALUE

  The value of an annuity unit is calculated at the same time that the value of
an accumulation unit is calculated and is based on the same values for shares of
Eligible Portfolios and other assets and liabilities. The following
illustrations show, by use of hypothetical examples, the method of determining
the annuity unit value and the amount of variable annuity payments.

ILLUSTRATION: CALCULATION OF ANNUITY UNIT VALUE
Annuity at age 65: Life with 120 payments certain

1.  Annuity unit value, beginning of period               $   .980000

2.  Net investment factor for Period                         1.001046

3.  Daily adjustment for
    3.0% Assumed Investment Rate                              .999919

4.  (2) x (3)                                                1.000965

5.  Annuity unit value, end of period (1) x (4)           $   .980946

ILLUSTRATION: ANNUITY PAYMENTS
Annuity at age 65: Life with 120 payments certain

1.  Number of accumulation units at annuity date            10,000.00

2.  Accumulation Unit value
    (10 days prior to date of first monthly payment)      $  1.800000

3.  Accumulation Value of Contract (1) x (2)               $18,000.00

4.  First monthly annuity payment per
    $1,000 of Accumulation Value                          $      5.63

5.  First monthly annuity payment (3) x (4) / 1,000       $    101.34

6.  Annuity Unit value
    (10 days prior to date of first monthly payment)      $   .980000

7.  Number of annuity units (5) / (6)                         103.408

8.  Assume annuity unit value for
    second month equal to                                 $   .997000

9.  Second monthly annuity payment (7) x (8)              $    103.10

10. Assume annuity unit value for
    third month equal to                                  $   .953000

11. Third monthly annuity payment (7) x (10)              $     98.55

                                       3
<PAGE>
 
                                    SUMMARY

  In conclusion, for a variable annuity the key element to pricing the annuity
is unknown; there is no interest rate guarantee made and interest credited will
depend upon actual future results. The technique used to overcome this obstacle
is the calculation of the premium for the annuity using an AIR. The initial
variable annuity payment is based upon this premium; subsequent payments will
increase or decrease depending upon the relationship between the AIR and the
actual investment performance of Eligible Portfolios to be passed to the
annuitant. Suppose an Eligible Portfolio showed a monthly return of 1% after the
first month, the participant's second monthly payment would be (assuming 30 days
between payments):

                           $100 x 1.01  =   $100.75
                                 ------
                                 (1.03)30/365

  Hence, we have shown that the AIR methodology means that at each payment date
the value in a participant's annuity is updated to reflect actual investment
results to date, but continued assumption of the AIR for the remainder of the
annuity period.

EXCEPTIONS TO CHARGES

  The surrender charges or other administration charges or deductions may be
reduced for sales of contracts to a trustee, employer or similar entity
representing a group where such sales result in savings of sales or
administrative expenses. The entitlement to such a reduction in surrender
charges or other charges or deductions will be determined by American National
based on the following factors: (1) the size of the group; (2) the total amount
of purchase payments to be received from a group; (3) the purpose for which the
contracts are being purchased; (4) the nature of the group for which the
contracts are being purchased; and (5) any other circumstances of which American
National is not presently aware but that could result in reduced sales or
administrative expenses.

  Directors, officers and bona fide full-time employees (and their spouses and
minor children) of Securities Management and Research, Inc. and American
National are permitted to purchase contracts with substantial reduction of
surrender charges or other administrative charges or deductions. No sales
commission will be paid on such contracts.

TERMINATION OF CONTRACT

  American National reserves the right to terminate any Group Unallocated
Contract under the following circumstances: (1) the contract value is less than
$2,000 after the end of the first contract year, or $5,000 after the end of the
third contract year; (2) the Plan pursuant to which the contract is issued is
terminated for any reason or becomes disqualified under Section 401 or 403 of
the Internal Revenue Code or (3) for any reason after the eighth policy year.
American National may also terminate individual contracts during the
accumulation period if certain conditions exist. These conditions are that (1)
no purchase payments have been received by American National for the contract
for three full years; (2) the Accumulation Value of the contract is less than
$200; and (3) the value of the contract allocated to the Fixed Account,
projected to the maturity date, would produce installments of less than $20 per
month using contractual guarantees. Termination of a Contract may have adverse
tax consequences. (See the prospectus at "Federal Tax Matters," page  18.)

GROUP UNALLOCATED CONTRACTS

  Group Unallocated Contract is a contract between the Contractowner and
American National. Individual accounts are not established for Plan Participants
unless the one of the annuity payment options is selected.

                        ADDITIONAL FEDERAL TAX MATTERS

LIMITS ON SUBSEQUENT PURCHASE PAYMENTS
(Under The Internal Revenue Code)

  The amount of subsequent Purchase Payments may be increased or decreased on
any date, and submission of a Purchase Payment different from the previous
Purchase Payment will automatically effect such an increase or decrease.
However, U.S. Treasury Regulations currently permit only one change to a salary
deduction agreement in any taxable year for contracts issued to qualify under
Section 403(b) of the Internal Revenue Code (the Code). Contracts issued under
Section 408(b) of the Code provide that the maximum Purchase Payments for each
Participant for a taxable year shall be $2,000 or other such amount as may
become permissible under amended laws. Contracts issued to qualify under Section
408(k) of the Code provide that the maximum annual Purchase Payment by an
employer for each employee shall be the lesser of 25% of the employee's
compensation or $30,000 or such other amount as may become permissible under
amended law.

  Contracts issued to qualify under Section 457 of the Code provide that the
maximum Purchase Payment in any taxable year shall be $7,500 for each
Participant or such other amount as may become permissible under amended law.
Such contracts further provide for an increase in Purchase Payments for one or
more of the Participant's last three taxable years ending before normal
retirement age in accordance with the provisions of the applicable Plan
agreement.

  Purchase Payments pursuant to the salary deduction agreements to contracts
issued under Section 403(b), 408(k), 401(k) or 457 of the Code that are in
excess of $7,000 in a taxable year ($9,500 in the case of Section 403(b)
contracts and the lesser of $7,000 or 1/3 of employee's compensation for 457)
may be subject to adverse tax treatment.

                                       4
<PAGE>
 
                         TAXATION OF AMERICAN NATIONAL

  American National is taxed as a life insurance company under Part 1 of
Subchapter L of the Code. Since the Separate Account is not an entity separate
from American National and its operations form a part of American National, it
will not be taxed separately as a "regulated investment company" under
Subchapter M of the code. Investment income and realized net capital gains on
Separate Account assets are reinvested and are taken into account in determining
the contract values. As a result, such investment income and realized net
capital gains are automatically retained as part of the reserves under the
Contract. Under existing federal income tax law, American National believes that
the Separate Account's investment income and realized net capital gains should
not be taxed to the extent that such income and gains are retained as part of
the reserves under the Contract.

                          TAX STATUS OF THE CONTRACTS

  To comply with regulations under 817(h) of the Code, the investment of the
Separate Account must be "adequately diversified" in order for the Contracts to
qualify as annuity contracts under section 72 of the code. The Separate Account,
through the underlying funds, intends to comply with the diversification
requirements prescribed by the Treasury which affect how the Separate Account's
assets may be invested. American National will monitor compliance with this
requirement. Thus, American National believes that the Contracts will be treated
as annuity contracts for federal tax purposes.

                                  ASSIGNMENT

  The Contracts may be assigned by the Contractowner except when issued to plans
or trusts qualified under Section 403(b) or 408 of the Internal Revenue Code.
401(k) Contracts are not assignable.

                         DISTRIBUTION OF THE CONTRACTS

  Subject to arrangements with American National, the Contracts are sold as part
of a continuous offering by independent broker-dealers who are members of the
National Association of Security Dealers, Inc., and who become licensed to sell
life insurance and variable annuities for American National. Pursuant to a
Distribution and Administrative Services Agreement, Securities Management and
Research, Inc. ("SM&R") acts as the principal underwriter on behalf of American
National for distribution of the Contracts. Under the Agreement, SM&R is to use
commercially reasonable efforts to sell the Contracts through registered
representatives.  In connection with these sales activities SM&R is responsible
for (i) compliance with the requirements of any applicable state broker-dealer
regulations and the Securities Exchange Act of 1934, (ii) keeping correct
records and books of account in accordance with Rules 17a-3 and 17a-4 of the
Securities Exchange Act, (iii) training agents of American National for the sale
of Contracts, and (iv) forwarding all purchase payments under the Contracts
directly to American National. SM&R is not entitled to any renumeration for its
services as underwriter under the Distribution and Administrative Services
Agreement, however SM&R is entitled to reimbursement for all reasonable expenses
incurred in connection with its duties as underwriter.

SAFEKEEPING OF THE SEPARATE ACCOUNT ASSETS

  All assets of the Separate Account are held in the custody and safekeeping of
American National. The assets are kept physically segregated and held separate
and apart from the General Account assets. American National maintains records
of all purchases and redemptions of shares of the Eligible Portfolios by each of
the Subaccounts.

STATE REGULATION OF AMERICAN NATIONAL

  American National, a stock life insurance company organized under the laws of
Texas, is subject to regulation by the Texas Department of Insurance. On or
before March 1 of each year an NAIC convention blank covering the operations and
reporting on the financial condition of American National and the Separate
Account as of December 31 of the preceding year must be filed with the Texas
Department of Insurance. Periodically, the Texas Department of Insurance
examines the liabilities and reserves of American National and the Separate
Account and certifies their adequacy. A full examination of American National's
operations is also conducted periodically by the National Association of
Insurance Commissioners.

  In addition, American National is subject to the insurance laws and
regulations of other states within which it is licensed or may become licensed
to operate. The Policies offered by the Prospectus are available in the various
states as approved. Generally, the Insurance Department of any other state
applies the laws of the state of domicile in determining permissible investment.
However, differences in state laws may require American National to offer a
Contract in one or more states which has suicide, incontestability and refund
provisions which are more favorable to a Contractowner than provisions in a
Contract offered in other states.

                                       5
<PAGE>
 
                              RECORDS AND REPORTS

  Reports concerning each Contract will be sent annually to each Contractowner. 
Contractowners will additionally receive annual and semiannual reports 
concerning the underlying funds and annual reports concerning the Separate 
Account. Contractowners will also receive confirmations of receipt of purchase 
payments, changes in allocation of purchase payments and transfer of 
Accumulation Units and Annuity Units.

PERFORMANCE

  Performance information for any Subaccount may be compared, in reports and 
advertising to: (1) the Standard & Poor's 500 Composite Stock Price Index 
("S&P500"), Dow Jones Industrial Average ("DJIA"), Donoghue's Money Market 
Institutional Averages; (2) other variable annuity separate accounts or other 
investment products tracked by Lipper Analytical Services, Lehman-Brothers, 
Morningstar, or the Variable Annuity Research and Data Service, widely used 
independent research firms which rank mutual funds and other investment 
companies by overall performance, investment objectives, and assets; and (3) the
Consumer Price Index (measure for inflation) to assess the real rate of return 
from an investment in a contract. Unmanaged indices may assume the reinvestment 
of dividends but generally do not reflect deductions for annuity charges and 
investment management costs.

  Total returns, yields and other performance information may be quoted 
numerically or in a table, graph, or similar illustration. Reports and 
advertising may also contain other information including (i) the ranking of any 
subaccount derived from rankings of variable annuity separate accounts or other 
investment products tracked by Lipper Analytical Series or by rating services, 
companies, publications or other persons who rank separate accounts or other 
investment products on overall performance or other criteria, and (ii) the 
effect of tax deferred compounding on a  subaccounts's investment returns, or 
returns in general, which may be illustrated by graphs, charts, or otherwise, 
and which may include a comparison, at various points in time, of the return 
from an investment in a Contract (or returns in general) on a tax-deferred basis
(assuming one or more tax rates) with the return on a taxable basis.

TOTAL RETURN

  Total Return quoted in advertising reflects all aspects of a Subaccount's 
return, including the automatic reinvestment by the separate account of all 
distributions and any change in the Subaccount's value over the period. Average 
annual returns are calculated by determining the growth or decline in value of a
hypothetical historical investment in the Subaccount over a stated period, and
then calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative return of 100% over ten
years would produce an average annual return of 7.18%, which is the steady rate
that would equal 100% growth on a compounded basis in ten years. While average
annual returns are a convenient means of comparing investment alternatives,
investors should realize that the subaccount's performance is not constant over
time, but changes from year to year, and that average annual returns represent
averaged figures as opposed to the actual year-to-year performance of a
subaccount.

  Average annual total returns are computed by finding the average annual 
compounded rates of return over the periods shown that would equate the initial 
amount invested to the withdrawal value, in accordance with the following 
formula: P(1+T)/n/=ERV where P is a hypothetical investment payment of $1,000, T
is the average annual total return, n is the number of years, and ERV is the 
withdrawal value at the end of the periods shown. Since the Contract is intended
as a long-term product,the average annual total returns assume that no money was
withdrawn from the Contract prior to the end of the period.

  In addition to average annual returns, the Subaccounts may advertise 
unaveraged or cumulative total returns reflecting the simple change in value of 
an investment over a stated period.

YIELDS

  Some Subaccounts may also advertise yields. Yields quoted in advertising 
reflect the change in value of a hypothetical investment in the Subaccount over
a stated period of time, not taking into account capital gains or losses. Yields
are annualized and stated as a percentage. Yields do not reflect the impact of
any contingent deferred sales load. Yields quoted in advertising may be based on
historical seven day periods. Current yield for the FID Money Market Subaccount
and the AN Money Market Subaccount will reflect the income generated by a
Subaccount over a 7-day period. Current yield is calculated by determining the
net change, exclusive of capital changes, in the value of a hypothetical account
having one Accumulation Unit at the beginning of the period and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and multiplying the base period return by
(365/7). The resulting yield figure will be carried to the nearest hundredth of
a percent. Effective yield for the FID Money Market Subaccount and the AN Money
Market Subaccount is calculated in a similar manner to current yield except that
investment income is assumed to be reinvested throughout the year at the 7-day
rate. Effective yield is obtained by taking the base period returns as computed
above, and then compounding the base period return by adding 1, raising the sum
to a power equal to (365/7) and subtracting one from the result, according to
the formula Effective Yield = [(Base Period Return + 1)/365/7] - 1. Since the
reinvestment of income is assumed in the calculation of effective yield, it will
generally be higher than current yield.

  A 30-day yield for bond subaccounts will reflect the income generated by a 
Subaccount over a 30-day period. Yield will be computed by dividing the net 
investment income per Accumulation Unit earned during the period by the maximum 
offering price per Accumulation Unit on the last day of the period, according to
the following formula: Yield = 2[((a-b)/cd + 1)/6/-1] where a = net investment
income earned by the applicable portfolio, b = expenses for the period including
expenses charged to the contract owner accounts, c = the average daily number of
Accumulation Units outstanding during the period, and d = the maximum offering
price per Accumulation Unit on the last day of the period.


                                       6
<PAGE>
 
                                 LEGAL MATTERS

  All matters of Texas law pertaining to the Contract, including the validity of
the Contract and American National's right to issue the Contract under Texas
Insurance Law, have been passed upon by Greer, Herz and Adams, LLP, General
Counsel.

                               LEGAL PROCEEDINGS

  There are no legal proceedings to which the Separate Account is a party or to
which the assets of the Separate Account are subject.  American National is not
involved in any litigation that is of material importance in relation to its
total assets or that relates to the Separate Account.
                               
                                    EXPERTS
    
  The consolidated financial statements of American National Insurance Company
and subsidiaries as of December 31, 1996 and 1995 and for the years then ended,
and the statements of net assets of American National Variable Annuity Separate
Account as of December 31, 1996 and the related statements of operations for the
year then ended, and the statements of changes in net assets for each of the two
years in the period then ended, included in this prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.      

                            ADDITIONAL INFORMATION

  A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect to the
Contract offered hereby. This Statement of Additional Information does not
contain all the information set forth in the registration statement and the
amendments and exhibits to the registration statement, to all of which reference
is made for further information concerning the Separate Account, American
National and the Contracts offered hereby. For a complete statement of the terms
thereof reference is made to such instruments as filed.

                             FINANCIAL STATEMENTS

  The financial statements of American National should be considered only as
bearing on the ability of American National to meet its obligations under the
Contracts. They should not be considered as bearing on the investment
performance of the assets held in the Separate Account.

                                       7
<PAGE>
 
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To The Board of Directors and Contract Owners of American
National Variable Annuity Separate Account:
    
We have audited the accompanying statements of net assets of the American
National Variable Annuity Separate Account (comprised of American National (AN)
Growth, AN Money Market, AN Balanced, AN Managed, Fidelity VIP II Investment
Grade Bond, Fidelity VIP II Asset Manager, Fidelity VIP II Index 500, Fidelity
VIP Money Market, Fidelity VIP Equity Income, Fidelity VIP High Income, Fidelity
VIP Growth, Fidelity VIP Overseas, Fidelity VIP II Contra Fund and Fidelity VIP
II Asset Manager Growth Portfolio Subaccounts) as of December 31, 1996, and the
related statements of operations for the year then ended, and the statements of
changes in net assets for each of the two years in the period then ended. These
financial statements are the responsibility of the Account'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 custodians. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
    
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the American National Variable
Annuity Separate Account (comprised of American National (AN) Growth, AN Money
Market, AN Balanced, AN Managed, Fidelity VIP II Investment Grade Bond, Fidelity
VIP II Asset Manager, Fidelity VIP II Index 500, Fidelity VIP Money Market,
Fidelity VIP Equity Income, Fidelity VIP High Income, Fidelity VIP Growth,
Fidelity VIP Overseas, Fidelity VIP II Contra Fund and Fidelity VIP II Asset
Manager Growth Portfolio Subaccounts) as of December 31, 1996 and the results of
its operations for the year then ended, and the changes in net assets for each
of the two years in the period then ended, in conformity with generally accepted
accounting principles.      

                                                       ARTHUR ANDERSEN LLP

Houston, Texas
    
February 17, 1997      

                                       8
<PAGE>
 
     
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
STATEMENTS OF NET ASSETS
December 31, 1996
(In thousands, except for number of shares)
<TABLE> 
<CAPTION> 
====================================================================================================================================

                                                                               AN                                       
                                                              AN              MONEY             AN               AN     
                                                            GROWTH           MARKET          BALANCED          MANAGED  
                                                           PORTFOLIO        PORTFOLIO        PORTFOLIO        PORTFOLIO  
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                        <C>              <C>              <C>              <C> 
ASSETS:
  Investment in shares of mutual funds, at market          $   1,349        $      35        $     365        $    1,608
====================================================================================================================================

LIABILITIES:
  Individual contract owner reserves                       $   1,327        $      35        $     360        $    1,604
  Group contract owner reserves                                   22               --                5                 4
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                          $   1,349        $      35        $     365        $    1,608
====================================================================================================================================

INVESTMENT PORTFOLIO INFORMATION:
  Number of shares                                           930,468           34,756          287,262         1,173,957
  Cost                                                     $   1,246        $      35        $     358        $    1,491
====================================================================================================================================

</TABLE> 

STATEMENTS OF NET ASSETS
December 31, 1996
(In thousands, except for number of shares)
<TABLE> 
<CAPTION> 
====================================================================================================================================

                                                              FIDELITY
                                                               VIP II          FIDELITY         FIDELITY         FIDELITY
                                                             INVESTMENT         VIP II           VIP II            VIP
                                                               GRADE            ASSET            INDEX            MONEY
                                                               BOND            MANAGER            500             MARKET
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                        <C>             <C>               <C>               <C>
ASSETS:
  Investment in shares of mutual funds, at market          $     107        $     601        $   1,060        $      205
====================================================================================================================================

LIABILITIES:
  Individual contract owner reserves                       $      86        $     545        $   1,049        $      196
  Group contract owner reserves                                   21               56               11                 9
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                          $     107        $     601        $   1,060        $      205
====================================================================================================================================

INVESTMENT PORTFOLIO INFORMATION:
  Number of shares                                             8,734           35,486           11,893           204,795
  Cost                                                     $     105        $     536        $     919        $      205
====================================================================================================================================

</TABLE> 
 
See accompanying notes to financial statements.      

                                       9
<PAGE>
 
     
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
STATEMENTS OF NET ASSETS
December 31, 1996
(In thousands, except for number of shares)
<TABLE> 
<CAPTION> 
====================================================================================================================================

                                                             FIDELITY       FIDELITY                                
                                                               VIP            VIP                                   
                                                              EQUITY          HIGH         FIDELITY       FIDELITY  
                                                              INCOME         INCOME          VIP            VIP     
                                                               FUND           FUND          GROWTH        OVERSEAS   
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                         <C>            <C>           <C>               <C>
ASSETS:
  Investment in shares of mutual funds, at market           $   1,512      $    358      $   1,387         $    230
====================================================================================================================================

LIABILITIES:
  Individual contract owner reserves                        $   1,440      $    347      $   1,354         $    199
  Group contract owner reserves                                    72            11             33               31
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                           $   1,512      $    358      $   1,387         $    230
====================================================================================================================================

INVESTMENT PORTFOLIO INFORMATION:
  Number of shares                                             71,898        28,594         44,550           12,212
  Cost                                                      $   1,369      $    338      $   1,295         $    212
====================================================================================================================================

</TABLE> 


STATEMENTS OF NET ASSETS
December 31, 1996
(In thousands, except for number of shares)
<TABLE> 
<CAPTION> 
=============================================================================================
                                                                               FIDELITY
                                                             FIDELITY           VIP II      
                                                              VIP II             ASSET       
                                                              CONTRA            MANAGER        
                                                               FUND             GROWTH       
- ---------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>               
ASSETS:                                                                                      
  Investment in shares of mutual funds, at market          $     358        $      51        
=============================================================================================
LIABILITIES:                                                                                 
  Individual contract owner reserves                       $     352        $      42        
  Group contract owner reserves                                    6                9        
- ---------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                          $     358        $      51        
=============================================================================================
INVESTMENT PORTFOLIO INFORMATION:                                                            
  Number of shares                                            21,645            3,857        
  Cost                                                     $     320        $      47        
=============================================================================================
</TABLE> 
 
See accompanying notes to financial statements.      

                                       10
<PAGE>
 
     
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
STATEMENTS OF OPERATIONS
For the year ended December 31, 1996
(In thousands)
<TABLE> 
<CAPTION> 
====================================================================================================================================

                                                                            AN
                                                     AN                    MONEY                  AN                AN
                                                    GROWTH                 MARKET              BALANCED           MANAGED
                                                   PORTFOLIO              PORTFOLIO            PORTFOLIO         PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                 <C>                     <C>                 <C>                <C>
INVESTMENT INCOME
 Dividend from mutual funds                         $ 20                    $ 1                 $ 10               $ 30
EXPENSES
 Charges to contract owners for assuming
  mortality and expense risks                        (13)                    --                   (4)               (17)
- ------------------------------------------------------------------------------------------------------------------------------------

NET INVESTMENT INCOME                               $  7                    $ 1                 $  6               $ 13
- ------------------------------------------------------------------------------------------------------------------------------------

REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS
    Net realized gain on investments                $ 33                    $--                 $  5               $ 20
    Capital gains distributions from mutual funds     23                     --                    5                 31
    Net unrealized appreciation of investments
      during the period                               84                     --                    6                103
- ------------------------------------------------------------------------------------------------------------------------------------

NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS                                    $140                    $--                 $ 16               $154
- ------------------------------------------------------------------------------------------------------------------------------------

INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS                         $147                    $ 1                 $ 22               $167 
====================================================================================================================================

</TABLE>


STATEMENTS OF OPERATIONS
For the year ended December 31, 1996
(In thousands)
<TABLE> 
<CAPTION> 
====================================================================================================================================

                                                   FIDELITY
                                                    VIPII                 FIDELITY                               FIDELITY
                                                  INVESTMENT               VIPII               FIDELITY            VIP
                                                    GRADE                  ASSET                VIPII             MONEY  
                                                    BOND                  MANAGER             INDEX 500           MARKET  
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                 <C>                     <C>                 <C>                <C>
INVESTMENT INCOME
 Dividend from mutual funds                         $  2                    $ 16                $  2               $ 21
EXPENSES
 Charges to contract owners for assuming
  mortality and expense risks                         (1)                     (9)                (11)                (7)
- ------------------------------------------------------------------------------------------------------------------------------------

NET INVESTMENT INCOME (LOSS)                        $  1                    $  7                $ (9)              $ 14
- ------------------------------------------------------------------------------------------------------------------------------------

REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS
    Net realized gain on investments                $ --                    $ 24                $  8               $ --
    Capital gains distributions from mutual funds     --                      14                   4                 --
    Net unrealized appreciation of investments
      during the period                                1                      24                 130                 --
- ------------------------------------------------------------------------------------------------------------------------------------

NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS                                    $  1                    $ 62                $142               $ --
- ------------------------------------------------------------------------------------------------------------------------------------

INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS                         $  2                    $ 69                $133               $ 14 
====================================================================================================================================
</TABLE>
See accompanying notes to financial statements.      


                                       11
<PAGE>
 
     
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
STATEMENTS OF OPERATIONS
For the year ended December 31, 1996
(In thousands)
<TABLE> 
<CAPTION> 
====================================================================================================================================
                                                   FIDELITY               FIDELITY
                                                     VIP                    VIP
                                                    EQUITY                  HIGH               FIDELITY          FIDELITY
                                                    INCOME                 INCOME                VIP               VIP   
                                                     FUND                   FUND                GROWTH           OVERSEAS 
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                 <C>                     <C>                 <C>                <C>
INVESTMENT INCOME
 Dividend from mutual funds                         $  1                    $13                 $  1               $  2
EXPENSES
 Charges to contract owners for assuming
  mortality and expense risks                        (17)                    (5)                 (15)                (3)
- ------------------------------------------------------------------------------------------------------------------------------------

NET INVESTMENT INCOME (LOSS)                        $(16)                   $ 8                 $(14)              $ (1)
- ------------------------------------------------------------------------------------------------------------------------------------

REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS
    Net realized gain on investments                $ 32                    $10                 $ 16               $ 14
    Capital gains distributions from mutual funds     30                      3                   32                  2
    Net unrealized appreciation of investments
      during the period                               86                     10                   76                  9
- ------------------------------------------------------------------------------------------------------------------------------------

NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS                                    $148                    $23                 $124               $ 25
- ------------------------------------------------------------------------------------------------------------------------------------

INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS                         $132                    $31                 $110               $ 24 
====================================================================================================================================

</TABLE>


STATEMENTS OF OPERATIONS
For the year ended December 31, 1996
(In thousands)
<TABLE> 
<CAPTION> 
=========================================================================================
                                                                          FIDELITY
                                                   FIDELITY                VIP II 
                                                    VIP II                 ASSET
                                                    CONTRA                MANAGER
                                                     FUND                  GROWTH
- -----------------------------------------------------------------------------------------
<S>                                                 <C>                     <C>                                           
INVESTMENT INCOME                                                                                                                   
 Dividend from mutual funds                         $ --                    $  1
EXPENSES                        
 Charges to contract owners for assuming
  mortality and expense risks                         (3)                     (1)                                                   
- -----------------------------------------------------------------------------------------                                           
NET INVESTMENT LOSS                                 $ (3)                   $ --                                                    
- -----------------------------------------------------------------------------------------                                           
REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS                                                                                                                    
    Net realized gain on investments                $  5                    $ --
    Capital gains distributions from mutual funds      1                       2
    Net unrealized appreciation of investments
      during the period                               38                       4                                           
- -----------------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN                                                                                                    
  ON INVESTMENTS                                    $ 44                    $  6                                                    
- -----------------------------------------------------------------------------------------
INCREASE IN NET ASSETS                                                                                                              
  RESULTING FROM OPERATIONS                         $ 41                    $  6 
=========================================================================================
</TABLE>
See accompanying notes to financial statements.      

                                       12
<PAGE>
 

<TABLE> 
<CAPTION> 

    
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
(In thousands except for unit information)
For the year ended December 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                 AN GROWTH PORTFOLIO     AN MONEY MARKET PORTFOLIO     AN BALANCED PORTFOLIO        
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   1996       1995          1996           1995        1996             1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>           <C>            <C>          <C>            <C> 
OPERATIONS                                                                                                                       
 Net investment income                         $       7   $       4     $        1     $         2  $         6      $        1 
 Net realized gain on investments                     33           2              -               -            5               - 
 Capital gains distributions from mutual funds        23          13              -               -            5               -
 Net unrealized appreciation of investments    
  during the year                                     84          20              -               -            6               1
- ------------------------------------------------------------------------------------------------------------------------------------
   Increase in net assets resulting            
    from operations                            $     147   $      39     $        1     $         2  $        22      $        2
- ------------------------------------------------------------------------------------------------------------------------------------
FROM POLICY RELATED TRANSACTIONS:              
 Purchase payments and other transfers         $     871   $     360     $       27     $        11  $       322      $       47
 Surrenders of accumulation units by           
  terminations, withdrawals, and maintenance   
  fees                                               (79)         (1)            (4)             (3)         (28)              - 
- ------------------------------------------------------------------------------------------------------------------------------------
   Increase in net assets resulting from       
    policy related transactions                $     792   $     359     $       23     $         8  $       294      $       47
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL INCREASE IN NET ASSETS                   $     939   $     398     $       24     $        10  $       316      $       49
                                               
NET ASSETS, BEGINNING OF PERIOD                      410          12             11               1           49               -
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD                      $   1,349   $     410     $       35     $        11  $       365      $       49
====================================================================================================================================
                                               
CHANGE IN UNITS OUTSTANDING                                                                                                      
 Individual contract owners                    
  Accumulation units beginning of year           326,360      12,430         10,421           1,218       43,097               - 
  Purchase payments                              708,207     322,228         35,731         719,574      279,979          43,097
  Policy withdrawals and charges                (123,463)     (8,298)       (13,637)       (710,371)     (35,798)              - 
- ------------------------------------------------------------------------------------------------------------------------------------
  Accumulation units end of year                 911,104     326,360         32,515          10,421      287,278          43,097 
====================================================================================================================================
  Accumulation unit value                      $   1.456   $   1.255     $    1.066     $     1.036  $     1.254      $    1.136
- ------------------------------------------------------------------------------------------------------------------------------------
                                               
 Group contract owners                         
  Accumulation units beginning of year                 -           -              -               -            -               - 
  Purchase payments                               14,363           -             71               -        3,330               -
  Policy withdrawals and charges                       -           -              -               -            -               - 
- ------------------------------------------------------------------------------------------------------------------------------------
  Accumulation units end of year                  14,363           -             71               -        3,330               - 
====================================================================================================================================
  Accumulation unit value                      $   1.558   $       -     $    1.387     $         -  $     1.369      $        -
- -----------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------
                                                 AN MANAGED PORTFOLIO 
- ---------------------------------------------------------------------
                                                   1996       1995   
- ---------------------------------------------------------------------
OPERATIONS                                                           
 Net investment income                         $      13   $       4 
 Net realized gain on investments                     20           - 
 Capital gains distributions from mutual funds        31           7 
 Net unrealized appreciation of investments                          
  during the year                                    103          15 
- ---------------------------------------------------------------------
   Increase in net assets resulting                                  
    from operations                            $     167   $      26 
- ---------------------------------------------------------------------
FROM POLICY RELATED TRANSACTIONS:                                    
 Purchase payments and other transfers         $   1,127   $     310 
 Surrenders of accumulation units by                                 
  terminations, withdrawals, and maintenance                         
  fees                                               (31)          - 
- ---------------------------------------------------------------------
   Increase in net assets resulting from                             
    policy related transactions                $   1,096   $     310 
- ---------------------------------------------------------------------
TOTAL INCREASE IN NET ASSETS                   $   1,263   $     336 
                                                                     
NET ASSETS, BEGINNING OF PERIOD                      345           9 
- ---------------------------------------------------------------------
NET ASSETS, END OF PERIOD                      $   1,608   $     345 
=====================================================================
CHANGE IN UNITS OUTSTANDING                                          
 Individual contract owners                                          
  Accumulation units beginning of year           275,204       8,725 
  Purchase payments                              952,309     266,821 
  Policy withdrawals and charges                (127,175)       (342)
- ---------------------------------------------------------------------
  Accumulation units end of year              $1,100,338     275,204 
=====================================================================
  Accumulation unit value                     $    1.458   $   1.255 
- ---------------------------------------------------------------------
                                                                     
 Group contract owners                                               
  Accumulation units beginning of year                 -           - 
  Purchase payments                                1,498           - 
  Policy withdrawals and charges                       -           - 
- ---------------------------------------------------------------------
  Accumulation units end of year                   1,498           - 
=====================================================================
  Accumulation unit value                     $    2.466   $       - 
- ---------------------------------------------------------------------
</TABLE> 

See accompanying notes to financial statements.      

                                                
                                      13

<PAGE>
 
<TABLE> 
<CAPTION> 

   
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
(In thousands except for unit information)
For the year ended December 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   FIDELITY VIP II       
                                                INVESTMENT GRADE BOND   FIDELITY VIP II ASSET MANAGER   FIDELITY VIP II INDEX 500
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   1996       1995           1996           1995          1996             1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>           <C>            <C>          <C>            <C> 
OPERATIONS                                                                                                                       
 Net investment income (loss)                  $       1   $      --     $        7     $        (3) $        (9)     $       (1)
 Net realized gain on investments                     --          --             24               5            8              -- 
 Capital gains distributions from mutual funds        --          --             14              --            4              --
 Net unrealized appreciation of investments     
  during the year                                      1           1             24              41          130              11
- ------------------------------------------------------------------------------------------------------------------------------------
   Increase in net assets resulting            
    from operations                            $       2   $       1     $       69     $        43  $       133      $       10
- ------------------------------------------------------------------------------------------------------------------------------------
FROM POLICY RELATED TRANSACTIONS:              
 Purchase payments and other transfers         $      82   $      28     $      155     $       389  $       820      $      111
 Surrenders of accumulation units by           
  terminations, withdrawals, and maintenance   
  fees                                                (7)         --            (49)            (14)         (19)             -- 
- ------------------------------------------------------------------------------------------------------------------------------------
   Increase (decrease) in net assets resulting 
    from policy related transactions           $      75   $      28     $      106     $       375  $       801      $      111
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL (DECREASE) INCREASE IN NET ASSETS        $      77   $      29     $      175     $       418  $       934      $      121
                                               
NET ASSETS, BEGINNING OF PERIOD                       30           1            426               8          126               5
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD                      $     107   $      30     $      601     $       426  $     1,060      $      126
====================================================================================================================================
                                               
CHANGE IN UNITS OUTSTANDING                                                                                                      
 Individual contract owners                    
  Accumulation units beginning of year            26,194         702        332,773           3,287       92,340           5,385 
  Purchase payments                               62,112      25,604        192,186         365,481      571,654          87,293
  Policy withdrawals and charges                 (15,377)       (112)       (98,535)        (35,995)     (27,887)           (338)
- ------------------------------------------------------------------------------------------------------------------------------------
  Accumulation units end of year                  72,929      26,194        426,424         332,773      636,107          92,340 
====================================================================================================================================
  Accumulation unit value                      $   1.176   $   1.159     $    1.278     $     1.134  $     1.649      $    1.365
- ------------------------------------------------------------------------------------------------------------------------------------
                                               
 Group contract owners                         
  Accumulation units beginning of year                --          --         41,926           4,662           --              -- 
  Purchase payments                               17,859          --         29,633          81,080        6,327              --
  Policy withdrawals and charges                      --          --        (29,085)        (43,816)          --              -- 
- ------------------------------------------------------------------------------------------------------------------------------------
  Accumulation units end of year                  17,859          --         42,474          41,926        6,327              -- 
====================================================================================================================================
  Accumulation unit value                      $   1.185   $      --     $    1.318     $     1.149  $     1.777      $       --
- -----------------------------------------------------------------------------------------------------------------------------------


- ---------------------------------------------------------------------
                                            FIDELITY VIP MONEY MARKET
- ---------------------------------------------------------------------   
                                                   1996       1995   
- ---------------------------------------------------------------------
OPERATIONS                                                           
 Net investment income (loss)                  $      14   $      11 
 Net realized gain on investments                     --          -- 
 Capital gains distributions from mutual funds        --          -- 
 Net unrealized appreciation of investments                          
  during the year                                     --          -- 
- ---------------------------------------------------------------------
   Increase in net assets resulting                                  
    from operations                            $      14   $      11 
- ---------------------------------------------------------------------
FROM POLICY RELATED TRANSACTIONS:                                    
 Purchase payments and other transfers         $     (18)  $     197 
 Surrenders of accumulation units by                                 
  terminations, withdrawals, and maintenance                         
  fees                                              (192)         -- 
- ---------------------------------------------------------------------
   Increase (decrease) in net assets resulting                       
    from policy related transactions           $    (210)  $     197 
- ---------------------------------------------------------------------
TOTAL (DECREASE) INCREASE IN NET ASSETS        $    (196)  $     208 
                                                                     
NET ASSETS, BEGINNING OF PERIOD                      401         193 
- ---------------------------------------------------------------------
NET ASSETS, END OF PERIOD                      $     205   $     401 
=====================================================================

CHANGE IN UNITS OUTSTANDING                                          
 Individual contract owners                                          
  Accumulation units beginning of year           382,247     191,834 
  Purchase payments                            5,204,483   1,551,766 
  Policy withdrawals and charges              (5,406,783) (1,361,353)
- ---------------------------------------------------------------------
  Accumulation units end of year                 179,947     382,247 
=====================================================================
  Accumulation unit value                     $    1.087   $   1.049 
- ---------------------------------------------------------------------
                                                                     
 Group contract owners                                               
  Accumulation units beginning of year                --          -- 
  Purchase payments                               47,280          -- 
  Policy withdrawals and charges                 (38,976)         -- 
- ---------------------------------------------------------------------
  Accumulation units end of year                   8,304          -- 
=====================================================================
  Accumulation unit value                     $    1.109   $      -- 
- ---------------------------------------------------------------------
</TABLE> 
                                      
See accompanying notes to financial statements.     

                                                
                                      14


<PAGE>
 
<TABLE> 
<CAPTION> 
    
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
(In thousands except for unit information)
For the year ended December 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                           FIDELITY VIP EQUITY INCOME FUND  FIDELITY VIP HIGH INCOME FUND  FIDELITY VIP GROWTH 
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   1996       1995           1996           1995          1996             1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>            <C>            <C>          <C>            <C> 
OPERATIONS                                                                                                                        
 Net investment income (loss)                  $     (16)  $       3      $        8     $        (1) $       (14)     $       (2)
 Net realized gain on investments                     32           4              10              --           16              -- 
 Capital gains distributions from mutual funds        30           1               3              --           32              --
 Net unrealized appreciation of investments                           
  during the year                                     86          57              10              10           76              16
- -----------------------------------------------------------------------------------------------------------------------------------
   Increase in net assets resulting                                   
    from operations                            $     132   $      65      $       31     $         9  $       110      $       14
- -----------------------------------------------------------------------------------------------------------------------------------
FROM POLICY RELATED TRANSACTIONS:                                     
 Purchase payments and other transfers         $   1,004   $     398      $      182     $       137  $       934      $      361
 Surrenders of accumulation units by                                  
  terminations, withdrawals, and maintenance                          
  fees                                               (76)        (16)             (5)             (1)         (34)             -- 
- -----------------------------------------------------------------------------------------------------------------------------------
   Increase in net assets resulting from                              
    policy related transactions                $     928   $     382      $      177     $       136  $       900      $      361
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL INCREASE IN NET ASSETS                   $   1,060   $     447      $      208     $       145  $     1,010      $      375
                                                                      
NET ASSETS, BEGINNING OF PERIOD                      452           5             150               5          377               2
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD                      $   1,512   $     452      $      358     $       150  $     1,387      $      377
===================================================================================================================================
                                                                      
CHANGE IN UNITS OUTSTANDING                                                                                                       
 Individual contract owners                                           
  Accumulation units beginning of year           301,955         815         126,513           4,724      281,102           1,893 
  Purchase payments                              804,222     304,623         201,864         132,980      773,957         281,565
  Policy withdrawals and charges                (134,485)     (3,483)        (68,446)        (11,191)    (160,001)         (2,356)
- -----------------------------------------------------------------------------------------------------------------------------------
  Accumulation units end of year                 971,692     301,955         259,931         126,513      895,058         281,102 
===================================================================================================================================
  Accumulation unit value                      $   1.482   $   1.322      $    1.334     $     1.189  $     1.513      $    1.341
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                      
 Group contract owners                                                
  Accumulation units beginning of year            39,570       4,651              --              --           --              -- 
  Purchase payments                               38,896      76,240           8,006              --       20,557              --
  Policy withdrawals and charges                 (31,449)    (41,321)             --              --           --              -- 
- -----------------------------------------------------------------------------------------------------------------------------------
  Accumulation units end of year                  47,017      39,570           8,006              --       20,557              -- 
===================================================================================================================================
  Accumulation unit value                      $   1.535   $   1.338      $    1.415     $        --  $     1.587      $       --
- -----------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------
                                                FIDELITY VIP OVERSEAS
- ---------------------------------------------------------------------
                                                   1996       1995   
- ---------------------------------------------------------------------
OPERATIONS                                                           
 Net investment income (loss)                  $      (1)  $      (2)
 Net realized gain on investments                     14           3 
 Capital gains distributions from mutual funds         2          -- 
 Net unrealized appreciation of investments                          
  during the year                                      9           9 
- ---------------------------------------------------------------------
   Increase in net assets resulting                                  
    from operations                            $      24   $      10 
- ---------------------------------------------------------------------
FROM POLICY RELATED TRANSACTIONS:                                    
 Purchase payments and other transfers         $      87   $     159 
 Surrenders of accumulation units by                                 
  terminations, withdrawals, and maintenance                         
  fees                                               (59)         (9)
- ---------------------------------------------------------------------
   Increase in net assets resulting from                             
    policy related transactions                $      28   $     150 
- ---------------------------------------------------------------------
TOTAL INCREASE IN NET ASSETS                   $      52   $     160 
                                                                     
NET ASSETS, BEGINNING OF PERIOD                      178          18 
- ---------------------------------------------------------------------
NET ASSETS, END OF PERIOD                      $     230   $     178 
=====================================================================
CHANGE IN UNITS OUTSTANDING                                          
 Individual contract owners                                          
  Accumulation units beginning of year           147,599      16,115 
  Purchase payments                               85,247     161,346 
  Policy withdrawals and charges                 (62,152)    (29,862)
- ---------------------------------------------------------------------
  Accumulation units end of year                 170,694     147,599 
=====================================================================
  Accumulation unit value                     $    1.167   $   1.048 
- ---------------------------------------------------------------------
                                                                     
 Group contract owners                                               
  Accumulation units beginning of year            21,832       2,314 
  Purchase payments                               19,373      42,321 
  Policy withdrawals and charges                 (15,363)    (22,803)
- ---------------------------------------------------------------------
  Accumulation units end of year                  25,842      21,832 
=====================================================================
  Accumulation unit value                     $    1.196   $   1.061 
- ---------------------------------------------------------------------
</TABLE> 

See accompanying notes to financial statements.      

                                                
                                      15
<PAGE>
 
<TABLE> 
<CAPTION> 

    
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
(In thousands except for unit information)
- -------------------------------------------------------------------------------------------------------------
                                                                                    FIDELITY VIP II ASSET
                                                FIDELITY VIP II CONTRA FUND             MANGER GROWTH       
- -------------------------------------------------------------------------------------------------------------
                                                 YEAR ENDED   APRIL 28 TO       YEAR ENDED      APRIL 28 TO
                                                DECEMBER 31,  DECEMBER 31,     DECEMBER 31,     DECEMBER 31,
                                                   1996          1995              1996            1995    
- -------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>              <C>               <C>         
OPERATIONS                                                                                                   
 Net investment income (loss)                  $      (3)     $      --        $       --        $        -- 
 Net realized gain on investments                      5             --                --                 -- 
 Capital gains distributions from mutual funds         1             --                 2                  1 
 Net unrealized appreciation of investments                                                                  
  during the year                                     38              1                 4                 -- 
- -------------------------------------------------------------------------------------------------------------
   Increase in net assets resulting                                                                          
    from operations                            $      41      $       1        $        6        $         1 
- -------------------------------------------------------------------------------------------------------------
FROM POLICY RELATED TRANSACTIONS:                                                                            
 Purchase payments and other transfers         $     306      $      23        $       21        $        25 
 Surrenders of accumulation units by                                                                         
  terminations, withdrawals, and maintenance                                                                 
  fees                                               (13)            --                (2)                -- 
- -------------------------------------------------------------------------------------------------------------
   Increase in net assets resulting                                                                
    from policy related transactions           $     293      $      23        $       19        $        25 
- -------------------------------------------------------------------------------------------------------------
TOTAL (DECREASE) INCREASE IN NET ASSETS        $     334      $      24        $       25        $        26 
                                                                                                             
NET ASSETS, BEGINNING OF PERIOD                       24             --                26                 -- 
- -------------------------------------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD                      $     358      $      24        $       51        $        26 
=============================================================================================================
                                                                                                             
CHANGE IN UNITS OUTSTANDING                                                                                  
 Individual contract owners                                                                                  
  Accumulation units beginning of year            20,680             --            24,995                 -- 
  Purchase payments                              299,802         20,680            11,938             24,995 
  Policy withdrawals and charges                 (60,900)            --            (2,392)                -- 
- -------------------------------------------------------------------------------------------------------------
  Accumulation units end of year                 259,582         20,680            34,541             24,995 
=============================================================================================================
  Accumulation unit value                      $   1.355      $   1.157        $    1.207        $     1.024 
- -------------------------------------------------------------------------------------------------------------
                                                                                                             
 Group contract owners                                                                                       
  Accumulation units beginning of year                --             --                --                 -- 
  Purchase payments                                4,605             --             7,234                 -- 
  Policy withdrawals and charges                      --             --                --                 -- 
- -------------------------------------------------------------------------------------------------------------
  Accumulation units end of year                   4,605             --             7,234                 -- 
=============================================================================================================
  Accumulation unit value                      $   1.455      $      --        $    1.222        $        -- 
- -------------------------------------------------------------------------------------------------------------
</TABLE> 
                                      
See accompanying notes to financial statements.      

                                                
                                      16

<PAGE>
 
     
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
NOTES TO FINANCIAL STATEMENTS
December 31, 1996


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  GENERAL ... American National Variable Annuity Separate Account (Separate
Account) was established on July 30,1991 under Texas law as a separate
investment account of American National Insurance Company (the Sponsor). The
Separate Account began operations on April 20, 1994. The assets of the Separate
Account are segregated from the Sponsor's other assets and are used only to
support variable annuity products issued by the Sponsor.

  The Separate Account is registered under the Investment Company Act of 1940,
as amended, as a unit investment trust. There are currently fourteen active
subaccounts within the Separate Account, each of which is invested only in a
corresponding portfolio of the American National (AN) or Fidelity Funds. The
American National  Funds were organized and are managed for a fee by Securities
Management & Research, Inc. (SM&R) which is a wholly-owned subsidiary of the
Sponsor. The Fidelity Funds were organized and are managed for a fee by Fidelity
Management & Research Co. ("FMR")

  BASIS OF PRESENTATION ... The financial statements of the Separate Account
have been prepared on an accrual basis in accordance with generally accepted
accounting principles.

  INVESTMENTS ... Investments in shares of the separate investment portfolios
are stated at market value which is the net asset value per share as determined
by the respective portfolios. Investment transactions are accounted for on the
trade date. Realized gains and losses on investments are determined on the basis
of identified cost. Capital gain distributions from mutual funds are recorded
and reinvested upon receipt. Dividends received from mutual funds are reinvested
daily in additional shares of the portfolios and are recorded as dividend income
on the record date.

  FEDERAL TAXES ... The operations of the Separate Account form a part of, and
are taxed with, the operations of the Sponsor. Under the Internal Revenue Code,
all ordinary income and capital gains allocated to the contract owners are not
taxed to the Sponsor. As a result, the net asset values of the subaccounts are
not affected by federal income taxes on distributions received by the
subaccounts. Accordingly, no provision for income taxes is required in the
accompanying financial statements.

  USE OF ESTIMATES ... The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements and the reported amounts
of income and expenses during the period. Operating results in the future could
vary from the amounts derived from management's estimates.

  RECLASSIFICATIONS ... Certain items in the 1995 financial statements have been
reclassified to conform with the 1996 presentation.

(2)  SECURITY PURCHASES AND SALES

  For the year ended December 31, 1996, the aggregate cost of purchases
(including reinvestment of dividend distributions) and proceeds from sales of
investments in the mutual fund portfolios were as follows (in thousands):


                                               PURCHASES           SALES 
- --------------------------------------------------------------------------------
AN Growth Portfolio                              $ 1,066          $  244
AN Money Market Portfolio                             37              13
AN Balanced Portfolio                                421             117
AN Managed Portfolio                               1,321             180
Fidelity VIPII Investment Grade Bond                  92              17
Fidelity VIPII Asset Manager                         284             156
Fidelity VIPII Index 500                             840              45
Fidelity VIP Money Market                          3,928           4,124
Fidelity VIP Equity Income Fund                    1,107             165
Fidelity VIP High  Income Fund                       286              98
Fidelity VIP Growth                                1,096             178
Fidelity VIP Overseas                                169             140
Fidelity VIPII Contra Fund                           344              52
Fidelity VIPII Asset Manager Growth                   23               3 
- --------------------------------------------------------------------------------
  Totals                                         $11,014          $5,532 
================================================================================
     
 
(3)  POLICY CHARGES AND DEDUCTIONS

  MORTALITY AND EXPENSE RISK CHARGES ... Mortality risk and expense risk
charges, at an effective annual rate of 1.25%, are assessed daily against the
Separate Account's net asset value for both qualified and non-qualified Flexible
Purchase Payment Annuity Contracts. These charges are assessed at a rate of
0.85% for the Group Unallocated Deferred Annuity Contracts. This fee is assessed
during both the accumulation period and the annuity period.

  MONTHLY ADMINISTRATIVE CHARGES ... American National's administrative charges
consist of an annual contract fee and a daily administrative asset fee. The
annual contract fee is $25 for non-qualified Flexible Purchase Payment Annuity
Contracts and $30 for all qualified Flexible Purchase Payment Annuity Contracts.
At the time of full surrender, the annual contract fee will be deducted on a pro
rata basis. Immediate Annuity Contracts have a one time contract fee of $100
when the single purchase payment is paid. The Group Unallocated Deferred Annuity
Contracts have no annual contract fee. The administrative asset fee is 0.10%
annually for all contracts. These charges are deducted through termination of
units of interest from applicable contract owners' accounts.

  SURRENDER CHARGE ... On withdrawals of that portion of the accumulation value
representing purchase payments, a surrender charge is imposed based upon the
number of years since the year in which the purchase payments withdrawn were
paid, on a first paid, first withdrawn basis. For Flexible Purchase Payment
Deferred Annuities in the first contract year, the surrender charge is a maximum
of 7% of the purchase payment withdrawn and grades down to zero in the eighth
contract year after the purchase payment being withdrawn was made. For Group
Unallocated Deferred Annuity Contracts the surrender charge is a maximum of 4%
and grades down to zero in the eighth contract year.

                                       17
<PAGE>
 
              AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT


  TRANSFER CHARGE ... A $10 transfer charge is imposed after the first twelve
transfers in any one policy year for transfers made among the subaccounts.

  PREMIUM CHARGES ... Premium taxes for certain jurisdictions are deducted from
premiums paid at rates ranging from zero to 3.5%. American National's current
practice is to deduct any state imposed premium tax from Purchase Payments. If a
state only imposes premium taxes upon annuitization, American National will
deduct these taxes from the contract value upon annuitization.

  DISTRIBUTION EXPENSE CHARGE ... A distribution expense is assessed daily to
each Subaccount. The distribution expense charge is 0.25% annually for Flexible
Purchase Payment Deferred Annuity Contracts. Group Unallocated Deferred Annuity
Contracts do not incur a distribution expense charge. The sum of all surrender
charges and the distribution expense charges assessed will at no time exceed
9.0% of all Purchase Payments paid.

                                       18
<PAGE>
 
     
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and Board of Directors,
American National Insurance Company

We have audited the accompanying consolidated statements of financial position
of American National Insurance Company and subsidiaries (the Company) as of
December 31, 1996 and 1995, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for the years then ended. These
consolidated financial statements (pages 20 through 35) are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of American National
Insurance Company and subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.

                                                        ARTHUR ANDERSEN LLP

Houston, Texas
February 17, 1997      

                                       19
<PAGE>
 
     
AMERICAN NATIONAL INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for per share data)
- --------------------------------------------------------------------------------
                                                           1996      1995
- --------------------------------------------------------------------------------
PREMIUMS AND OTHER REVENUE
  Life and annuity premiums                            $  329,937   $  308,949
  Accident and health premiums                            364,198      360,420
  Property and casualty premiums                          257,845      233,512
  Other policy revenues                                    82,911       78,260
  Net investment income                                   439,611      386,910
  Gain from sale of investments                            58,001       76,335
  Other income                                             29,011       26,576
- --------------------------------------------------------------------------------
                                                       $1,561,514   $1,470,962
- --------------------------------------------------------------------------------
BENEFITS AND EXPENSES
  Death and other benefits:
     Life and annuity                                  $  363,035   $  312,018
     Accident and health                                  261,942      243,560
     Property and casualty                                206,120      193,453
  Increase/(decrease) in liability for 
   future policy benefits: 
     Life and annuity                                      37,988       32,582
     Accident and health                                   (1,570)      (2,558)
  Commissions for acquiring and servicing policies        267,305      287,506
  Other operating costs and expenses                      167,490      159,185
  Increase in deferred policy acquisition costs, 
   net of amortization                                    (73,880)     (98,285)
  Taxes, licenses and fees                                 38,387       39,394
- --------------------------------------------------------------------------------
                                                       $1,266,817   $1,166,855
- --------------------------------------------------------------------------------
INCOME FROM OPERATIONS BEFORE EQUITY IN EARNINGS OF
  UNCONSOLIDATED AFFILIATES AND FEDERAL INCOME TAXES   $  294,697   $  304,107
 
EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES            10,764        2,170
- --------------------------------------------------------------------------------
GAIN FROM OPERATIONS BEFORE FEDERAL INCOME TAXES       $  305,461   $  306,277
 
PROVISION (BENEFIT) FOR FEDERAL INCOME TAXES
  Current                                                  90,103      109,471
  Deferred                                                   (237)      (9,558)
- --------------------------------------------------------------------------------
NET INCOME                                             $  215,595   $  206,364
================================================================================
NET INCOME PER SHARE                                   $     8.14   $     7.79
================================================================================

See accompanying notes to consolidated financial statements.      

                                       20
<PAGE>
 
     
AMERICAN NATIONAL INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In thousands)
                                                        DECEMBER 31,
- --------------------------------------------------------------------------------
                                                    1996            1995
- --------------------------------------------------------------------------------
ASSETS
 Investments, other than investments in
  unconsolidated affiliates
  Debt securities:
   Bonds held-to-maturity, at amortized cost     $3,430,726       $2,966,939
   Bonds available-for-sale, at market              528,306          482,687
  Marketable equity securities, at market:
   Preferred stocks                                  51,625           53,983
   Common stocks                                    754,039          710,717
  Mortgage loans on real estate                   1,098,583          925,581
  Policy loans                                      303,336          301,589
  Investment real estate, net of accumulated 
   depreciation of $108,974 and $105,082            330,729          330,684
  Short-term investments                              5,470           15,066
  Other invested assets                              70,064           33,739
- --------------------------------------------------------------------------------
                                                 $6,572,878       $5,820,985
 Cash                                                13,545           13,945
 Investments in unconsolidated affiliates            95,836           98,790
 Accrued investment income                           97,883           82,541
 Reinsurance ceded receivables                       42,695           38,436
 Prepaid reinsurance premiums                       109,965           84,648
 Premiums due and other receivables                  70,922           74,015
 Deferred policy acquisition costs                  739,023          675,656
 Property and equipment                              26,455           31,357
 Other assets                                        66,810           77,052
 Separate account assets                            152,533          142,608
- --------------------------------------------------------------------------------
   TOTAL ASSETS                                  $7,988,545       $7,140,033
================================================================================
LIABILITIES
 Policyholder funds
  Future policy benefits:
   Life and annuity                              $1,939,926       $1,905,547
   Accident and health                              106,555          108,128
  Policy account balances                         2,353,245        1,775,641
  Policy and contract claims                        289,846          278,228
  Other policyholder funds                          356,456          296,934
- --------------------------------------------------------------------------------
                                                 $5,046,028       $4,364,478
 Current federal income taxes                        17,810           11,808
 Deferred federal income taxes                      196,712          194,412
 Other liabilities                                  101,556          105,614
 Separate account liabilities                       152,533          142,608
- --------------------------------------------------------------------------------
   TOTAL LIABILITIES                             $5,514,639       $4,818,920
================================================================================
STOCKHOLDERS' EQUITY
 Capital stock                                       30,832           30,832
 Additional paid-in capital                             211              211
 Net unrealized gains on securities                 163,352          158,898
 Retained earnings                                2,382,238        2,233,899
 Treasury stock, at cost                           (102,727)        (102,727)
- --------------------------------------------------------------------------------
   TOTAL STOCKHOLDERS' EQUITY                    $2,473,906       $2,321,113
- --------------------------------------------------------------------------------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $7,988,545       $7,140,033
================================================================================
 
See accompanying notes to consolidated financial statements.      

                                       21
<PAGE>
 
     
AMERICAN NATIONAL INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except for per share data)

<TABLE> 
<CAPTION> 
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                    NET
                                                     ADDITIONAL  UNREALIZED                                         TOTAL
                                        CAPITAL       PAID-IN     GAINS ON        RETAINED        TREASURY      STOCKHOLDERS'
                                         STOCK        CAPITAL    SECURITIES       EARNINGS         STOCK           EQUITY
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>              <C>        <C>             <C>           <C>               <C> 
BALANCE DECEMBER 31, 1994            $   30,832       $    211   $    52,907     $2,091,085    $  (102,727)      $2,072,308
 
 Net income                                                                         206,364                         206,364
 
 Dividends to stockholders
 ($2.40 per share)                                                                  (63,550)                        (63,550)
 
 Increase in unrealized gains on
  marketable securities, net
  of applicable federal 
  income taxes                                                       105,991                                        105,991
- ------------------------------------------------------------------------------------------------------------------------------------

BALANCE DECEMBER 31, 1995            $   30,832       $    211   $   158,898     $2,233,899    $  (102,727)      $2,321,113
 
 Net income                                                                         215,595                         215,595
 
 Dividends to stockholders
 ($2.54 per share)                                                                  (67,256)                        (67,256)
 
 Increase in unrealized gains on
  marketable securities, net
  of applicable federal
  income taxes                                                         4,454                                          4,454
- ------------------------------------------------------------------------------------------------------------------------------------

BALANCE DECEMBER 31, 1996            $   30,832       $    211   $   163,352     $2,382,238    $  (102,727)      $2,473,906
====================================================================================================================================

</TABLE> 
 
See accompanying notes to consolidated financial statements.      

                                       22
<PAGE>
 
     
AMERICAN NATIONAL INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
- --------------------------------------------------------------------------------
                                                      1996           1995
- --------------------------------------------------------------------------------
OPERATING ACTIVITIES
 Net income                                       $  215,595     $  206,364
 Adjustments to reconcile net income 
  to net cash provided by operating 
  activities:
  Increase in liabilities for policyholders' 
   funds                                             103,946         85,054
  Charges to policy account balances                 (81,651)       (61,454)
  Interest credited to policy account balances       121,689         86,051
  Deferral of policy acquisition costs              (182,124)      (195,253)
  Amortization of deferred policy 
   acquisition costs                                 108,017         96,398
  Deferred federal income tax benefit                   (237)        (9,558)
  Depreciation                                        20,104         19,378
  Accrual and amortization of discounts 
   and premiums                                       (7,959)        (6,713)
  Gain from sale of investments                      (58,001)       (76,335)
  Equity in earnings of unconsolidated
   affiliates                                        (10,764)        (2,170)
  Decrease (increase) in premiums receivable           3,093           (863)
  Increase in accrued investment income              (15,342)       (11,534)
  Capitalization of interest on policy 
   and mortgage loans                                (14,338)       (14,335)
  Other changes, net                                 (36,969)       (22,101)
- --------------------------------------------------------------------------------
   Net cash provided by operating activities      $  165,059     $   92,929
- --------------------------------------------------------------------------------
INVESTING ACTIVITIES
 Proceeds from sale or maturity of investments:
  Bonds                                           $  201,485     $  269,704
  Stocks                                             191,284        215,684
  Real estate                                         26,528         12,556
  Other invested assets                                1,112         12,456
 Principal payments received on:
  Mortgage loans                                      56,352        137,545
  Policy loans                                        37,645         37,296
 Purchases of investments:
  Bonds                                             (725,070)    (1,087,283)
  Stocks                                            (120,441)      (120,699)
  Real estate                                         (7,696)       (25,187)
  Mortgage loans                                    (218,019)      (152,856)
  Policy loans                                       (25,137)       (24,615)
  Other invested assets                              (74,259)       (28,776)
 Decrease (increase) in short-term 
  investments, net                                     9,596         (2,446)
 Decrease in investments in unconsolidated 
  affiliates, net                                     13,718          7,050
 Increase in property and equipment, net              (2,867)        (3,706)
- --------------------------------------------------------------------------------
   Net cash used in investing activities          $ (635,769)    $ (753,277)
- --------------------------------------------------------------------------------
FINANCING ACTIVITIES
 Policyholders' deposits to policy account
  balances                                        $  756,727     $  867,077
 Policyholders' withdrawals from policy 
  account balances                                  (219,161)      (132,091)
 Dividends to stockholders                           (67,256)       (63,550)
- --------------------------------------------------------------------------------
   Net cash provided by financing activities      $  470,310     $  671,436
- --------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN  CASH                  $     (400)    $   11,088
 Cash:
  Beginning of the year                               13,945          2,857
- --------------------------------------------------------------------------------
  End of the year                                 $   13,545     $   13,945
================================================================================

See accompanying notes to consolidated financial statements.      

                                       23
<PAGE>
 
    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  NATURE OF OPERATIONS

  American National Insurance Company (American National) is a multiline
insurance company offering a broad line of insurance coverages, including
individual and group life, health, and annuities; personal lines property and
casualty; and credit insurance. In addition, through subsidiaries, American
National also offers mutual funds and real estate management services. The
majority (99%) of revenues are generated by the insurance business. With the
exception of New York, business is conducted in all states, as well as Puerto
Rico, Guam and American Samoa. American National is also authorized to sell its
products to American military personnel in Western Europe. Various distribution
systems are utilized, including home service, multiline ordinary, group
brokerage, credit and independent third party marketing organizations.

  American National's insurance subsidiaries are American National Life
Insurance Company of Texas, Garden State Life Insurance Company, Standard Life
and Accident Insurance Company, American National Property and Casualty Company
and American National General Insurance Company. The major non-insurance
subsidiaries are Securities Management & Research, Inc. and ANREM Corporation.
As part of its investment portfolio, American National also owns interests in
unconsolidated affiliates, primarily several real estate joint ventures and
partnerships.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

  PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION - The consolidated
financial statements include the accounts of American National Insurance Company
and its wholly-owned subsidiaries. All significant intercompany transactions
have been eliminated in consolidation. Investments in unconsolidated affiliates
are shown at cost plus equity in undistributed earnings since the dates of
acquisition.

  The consolidated financial statements have been prepared on the basis of
generally accepted accounting principles which, for the insurance subsidiaries,
differs from the basis of accounting followed in reporting to insurance
regulatory authorities. (See Note 12.)

  MANAGEMENT'S ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect:

  1)   The reported amounts of assets and liabilities
  2)   The disclosure of contingent assets and liabilities at the date of the
       financial statements
  3)   The reported amounts of revenues and expenses during the reporting period

  Actual results could differ from those estimates. Future events, which could
impact the estimates used in these financial statements, include changes in the
levels of mortality, morbidity, persistency and interest rates.

INVESTMENTS

  DEBT SECURITIES - Bonds which are intended to be held-to-maturity are carried
at amortized cost. The carrying value of these debt securities is expected to be
realized due to American National's ability and intent to hold these securities
until maturity.

  Bonds held as available-for-sale are carried at market.

  Bonds with an amortized value of $71,829,000 at December 31, 1996 were on
deposit with various state insurance departments, as required by law.
 
  PREFERRED STOCKS - All preferred stocks are classified as available-for-sale
and are carried at market.
  
  COMMON STOCKS - All common stocks are classified as available-for-sale and are
carried at market.

  UNREALIZED GAINS - For all investments carried at market, the unrealized gains
or losses (differences between amortized cost and market), net of applicable
federal income taxes, are reflected in stockholders' equity.

  MORTGAGE LOANS - Mortgage loans on real estate are carried at amortized cost,
less allowance for valuation impairments.

  The mortgage loan portfolio is closely monitored through the review of loan
and property information such as debt service coverage, annual operating
statements and property inspection reports. This information is evaluated in
light of current economic conditions and other factors, such as geographic
location and property type. As a result of this review, impaired loans are
identified and valuation allowances are established. Impaired loans are loans
where, based on current information and events, it is probable that American
National will be unable to collect all amounts due according to the contractual
terms of the loan agreement.

  Effective January 1, 1995, American National adopted FASB Statement No. 114,
"Accounting by Creditors for Impairment of a Loan"  and the statement which
amended it, FASB Statement No. 118, "Accounting by Creditors for Impairment of a
Loan - Income Recognition and Disclosures."  These two statements require that
impaired loans be measured based on the present value of expected future cash
flows discounted at the loan's effective interest rate, the loan's observable
market price, or the fair value of the collateral if the loan is collateral
dependent. When the measure of the impaired loan is less than the recorded
investment, the impairment is recorded as a valuation allowance. As American
National utilized similar methods to calculate valuation allowances in prior
years, the adoption of these standards did not have a material effect on
American National's consolidated financial position or results of operations.

 POLICY LOANS - Policy loans are carried at cost.

  INVESTMENT REAL ESTATE - Investment real estate is carried at cost, less
allowances for depreciation and valuation impairments. Depreciation is provided
over the estimated useful lives of the properties (15 to 50 years) using
straight-line and accelerated methods.

  Effective January 1, 1996, American National adopted FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets To
Be Disposed Of."  This statement requires that long-lived assets be reviewed for
impairment whenever circumstances indicate that the carrying       

                                       24
<PAGE>
 
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 

value may not be recoverable. The review must be done by estimating future
undiscounted cash flows to be received. If the sum of the expected future
undiscounted cash flows is less than the carrying value, an analysis of the
investment's fair value compared with its carrying value is performed. If the
fair value is less than the carrying value, an impairment loss is recognized as
a charge to current earnings. This statement also requires that long-lived
assets to be disposed of be carried at the lower of book value or the expected
amount to be received on sale, less the cost to sell.

  American National's real estate portfolio is closely monitored through the
review of operating information and periodic inspections. This information is
evaluated in light of current economic conditions and other factors, such as
geographic location and property type. As a result of this review, if there is
any indication of an adverse change in the economic condition of a property, a
complete cash flow analysis is performed to determine if an impairment allowance
is necessary. If a possible impairment is indicated, the fair market value of
the property is estimated using a variety of techniques, including cash flow
analysis, appraisals and comparison to the values of similar properties. If the
book value is greater than the estimated fair market value, an impairment
allowance is established. As American National used similar methods to calculate
valuation reserves on investment real estate in prior years, the adoption of
this new standard did not have a material effect on American National's
consolidated financial position or results of operations.

  Prior to January 1, 1996, American National's real estate acquired in
satisfaction of debt (foreclosed real estate) was carried at cost less
accumulated depreciation and reserves for possible losses. Upon the adoption of
FASB Statement No. 121, American National determined that all of its foreclosed
real estate was held for sale and should therefore be held at the lower of book
value or the expected amount to be received on sale, less the cost to sell,
without any further allowance for depreciation. Since all of the book values for
foreclosed real estate were below the expected amount to be received on sale,
less the cost to sell, the adoption of this new standard did not have a material
effect on American National's consolidated financial position or results of
operations.

  SHORT-TERM INVESTMENTS - Short-term investments are carried at amortized cost.

  OTHER INVESTED ASSETS - Other invested assets are carried at cost, less
allowance for valuation impairments. Valuation allowances for other invested
assets are considered on an individual basis in accordance with the same
procedures as used for investment real estate.

  INVESTMENT VALUATION ALLOWANCES AND IMPAIRMENTS - Investment valuation
allowances are established for other than temporary impairments of mortgage
loans, real estate and other assets in accordance with the policies established
for each class of invested asset. The increase in the valuation allowances is
reflected in current period income as a realized loss.

  Management believes that the valuation allowances are adequate. However, it is
reasonably possible that a significant change in economic conditions in the near
term could result in losses exceeding the amounts established.

  CASH - American National considers cash on hand and in banks as cash for
purposes of the consolidated statements of cash flows.

  INVESTMENTS IN UNCONSOLIDATED AFFILIATES - These assets are primarily
investments in real estate joint ventures, and are accounted for under the
equity method of accounting.

  PROPERTY AND EQUIPMENT - These assets consist of buildings occupied by the
companies, electronic data processing equipment, and furniture and equipment.
These assets are carried at cost, less accumulated depreciation. Depreciation is
provided using straight-line and accelerated methods over the estimated useful
lives of the assets (three to 50 years).

INSURANCE SPECIFIC ASSETS AND LIABILITIES

  DEFERRED POLICY ACQUISITION COSTS - Certain costs of acquiring new insurance
business have been deferred. For life, annuity and accident and health business,
such costs consist of inspection report and medical examination fees,
commissions, related fringe benefit costs and the cost of insurance in force
gained through acquisitions. The amount of commissions deferred includes first-
year commissions and certain subsequent year commissions which are in excess of
ultimate level commission rates.

  The deferred policy acquisition costs on traditional life and health products
are amortized with interest over the anticipated premium-paying period of the
related policies, in proportion to the ratio of annual premium revenue to be
received over the life of the policies. Expected premium revenue is estimated by
using the same mortality and withdrawal assumptions used in computing
liabilities for future policy benefits. The amount of deferred policy
acquisition costs is reduced by a provision for possible inflation of
maintenance and settlement expenses in the determination of such amounts by
means of grading interest rates.

  Costs deferred on universal life, limited pay and investment type contracts
are amortized as a level percentage of the present value of anticipated gross
profits from investment yields, mortality, and surrender charges. The effect on
the deferred policy acquisition costs that would result from realization of
unrealized gains (losses) is recognized with an offset to net unrealized gains
(losses) in consolidated stockholders' equity at the balance sheet date. It is
reasonably possible that a change in interest rates could have a significant
impact on the deferred policy acquisition costs calculated for these contracts.

  Deferred policy acquisition costs associated with property and casualty
insurance business consist principally of commissions, underwriting and issue
costs. These costs are amortized over the coverage period of the related
policies, in relation to premium revenue recognized.

  FUTURE POLICY BENEFITS - For traditional products, liabilities for future
policy benefits have been provided on the net level premium method based on
estimated investment yields, withdrawals, mortality and other assumptions which
were appropriate at the time the policies were issued. Estimates used are based
     
                                       25
<PAGE>
 
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

on the companies' experience, as adjusted to provide for possible adverse
deviation. These estimates are periodically reviewed and compared with actual
experience. When it is determined that actual experience differs significantly
from the assumed, the estimates are revised for current and future issues.

  Investment contracts are defined as long-duration contracts which do not
subject the company to risks arising from policyholder mortality or morbidity.
Future policy benefits for universal life and investment-type contracts reflect
the current account value before applicable surrender charges. It is possible
that a change in interest rates could have a significant impact on the values
calculated for these contracts.

RECOGNITION OF PREMIUM REVENUE AND POLICY BENEFITS

  TRADITIONAL ORDINARY LIFE AND HEALTH - Life and accident and health premium is
recognized as revenue when due. Benefits and expenses are associated with earned
premiums to result in recognition of profits over the life of the policy
contracts. This association is accomplished by means of the provision for
liabilities for future policy benefits and the amortization of deferred policy
acquisition costs.

  ANNUITIES - Revenues from annuity contracts represent amounts assessed against
contract holders. Such assessments are principally surrender charges and, in the
case of variable annuities, administrative fees. Policy account balances for
annuities represent the premiums received plus accumulated interest less
applicable accumulated administrative fees. It is possible that a change in
interest rates could have a significant impact on the values calculated for
these contracts.

  UNIVERSAL LIFE AND SINGLE PREMIUM WHOLE LIFE - Revenues from universal life
policies and single premium whole life policies represent amounts assessed
against policyholders. Included in such assessments are mortality charges,
surrender charges actually paid, and earned policy service fees. Policyholder
account balances consist of the premiums received plus credited interest, less
accumulated policyholder assessments. Amounts included in expense represent
benefits in excess of account balances returned to policyholders.

  PROPERTY AND CASUALTY - Property and casualty premiums are recognized as
revenue proportionately over the contract period. Policy benefits consist of
actual claims and the change in reserves for losses and loss adjustment
expenses. The reserves for losses and loss adjustment expenses are estimates of
future payments of reported and unreported claims and the related expenses with
respect to insured events that have occurred. These reserves are calculated
using case-basis estimates for reported losses and experience for claims
incurred but not reported. These loss reserves are reported net of an allowance
for salvage and subrogation. Management believes that American National's
reserves have been appropriately calculated based on available information as of
December 31, 1996. However, it is possible that the ultimate liabilities may
vary significantly from these estimated amounts.

  PARTICIPATING INSURANCE POLICIES - The allocation of dividends to
participating policyowners is based upon a comparison of experience rates of
mortality, interest and expense, as determined periodically for representative
plans of insurance, issue ages and policy durations, with the corresponding
rates assumed in the calculation of premiums. Participating business comprised
approximately 2.6% of the life insurance in force at December 31, 1996, and 4.5%
of life premiums in 1996.

  FEDERAL INCOME TAXES - American National and its subsidiaries file a
consolidated life/non-life federal income tax return. Garden State Life
Insurance Company files a separate return.

  Deferred federal income tax assets and liabilities have been recognized to
reflect the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Realization of the deferred tax assets is dependent upon generating sufficient
taxable income in the future. Management believes that it is more likely than
not that sufficient income will be generated to realize the net deferred tax
assets.

  SEPARATE ACCOUNT ASSETS AND LIABILITIES - The separate account assets and
liabilities reflected in the consolidated financial statements represent funds
that are separately administered. American National maintains three separate
accounts. The first administers assets primarily for certain of the company's
own employee benefit plans. The second administers assets deposited by contract
holders of American National's variable universal life policies. The third
administers assets deposited by contract holders of American National's variable
annuity policies.

  The investment income and investment gains and losses from these separate
funds accrue directly to, and investment risk is borne by, the contract holders
of the policies supported by the separate accounts. The assets of these accounts
are carried at market value. Deposits, net investment income and realized
investment gains and losses for these accounts are excluded from revenues, and
related liability increases are excluded from benefits and expenses in this
report.

  NET INCOME PER SHARE - Net income per share is based on the weighted average
number of shares outstanding (26,479,165 shares for 1996 and 1995).

  RECLASSIFICATIONS - Certain items in the 1995 consolidated financial
statements have been reclassified to conform with the 1996 presentation.      

                                       26
<PAGE>
 
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(3)  INVESTMENTS

  The amortized cost and estimated market values of investments in held-to-
maturity and available-for-sale securities are shown below (in thousands):
<TABLE>
<CAPTION>
 
                                                                          GROSS           GROSS         ESTIMATED
                                                         AMORTIZED      UNREALIZED     UNREALIZED        MARKET
                                                           COST           GAINS          LOSSES           VALUE
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                     <C>             <C>            <C>             <C>
DECEMBER 31, 1996
Debt securities
  Bonds held-to-maturity:
    U. S. government and agencies                       $  174,399     $    3,911     $     (506)      $  177,804
    States and political subdivisions                       14,185            216            (39)          14,362
    Foreign governments                                    107,573          4,257           (133)         111,697
    Public utilities                                     1,142,072         19,654        (22,213)       1,139,513
    All other corporate bonds                            1,698,451         46,039        (17,584)       1,726,906
    Mortgage-backed securities                             294,046         13,527            (11)         307,562
- ------------------------------------------------------------------------------------------------------------------------------------

      Total bonds held-to-maturity                      $3,430,726     $   87,604     $  (40,486)      $3,477,844
- ------------------------------------------------------------------------------------------------------------------------------------

  Bonds available-for-sale:
    U. S. government and agencies                       $   26,062     $      559     $      (75)      $   26,546
    Foreign governments                                     41,594          2,961            (10)          44,545
    Public utilities                                       184,677          7,267           (222)         191,722
    All other corporate bonds                              252,053         13,826           (386)         265,493
- ------------------------------------------------------------------------------------------------------------------------------------

      Total bonds available-for-sale                    $  504,386     $   24,613     $     (693)      $  528,306
- ------------------------------------------------------------------------------------------------------------------------------------

  Total debt securities                                 $3,935,112     $  112,217     $  (41,179)      $4,006,150
- ------------------------------------------------------------------------------------------------------------------------------------

Marketable equity securities:
    Preferred stocks                                    $   50,546     $    1,563     $     (484)      $   51,625
    Common stocks                                          517,385        249,796        (13,142)         754,039
- ------------------------------------------------------------------------------------------------------------------------------------

    Total marketable equity securities                  $  567,931     $  251,359     $  (13,626)      $  805,664
- ------------------------------------------------------------------------------------------------------------------------------------

Total investments in securities                         $4,503,043     $  363,576     $  (54,805)      $4,811,814
====================================================================================================================================

- ------------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1995
Debt securities
  Bonds held-to-maturity:
    U. S. government and agencies                       $  176,345     $   10,317     $      (33)      $  186,629
    States and political subdivisions                       22,542          1,293            (75)          23,760
    Foreign governments                                     94,727          8,178             --          102,905
    Public utilities                                     1,001,988         45,204         (1,956)       1,045,236
    All other corporate bonds                            1,258,303         90,154           (808)       1,347,649
    Mortgage-backed securities                             413,034         24,526            (85)         437,475
- ------------------------------------------------------------------------------------------------------------------------------------

      Total bonds held-to-maturity                      $2,966,939     $  179,672     $   (2,957)      $3,143,654
- ------------------------------------------------------------------------------------------------------------------------------------

  Bonds available-for-sale:
    U. S. government and agencies                       $   21,568     $    1,512     $       --       $   23,080
    Foreign governments                                     42,839          5,089             --           47,928
    Public utilities                                       168,890         15,526             --          184,416
    All other corporate bonds                              202,745         24,518             --          227,263
- ------------------------------------------------------------------------------------------------------------------------------------

      Total bonds available-for-sale                    $  436,042     $   46,645     $       --       $  482,687
- ------------------------------------------------------------------------------------------------------------------------------------

  Total debt securities                                 $3,402,981     $  226,317     $   (2,957)      $3,626,341
- ------------------------------------------------------------------------------------------------------------------------------------

Marketable equity securities:
    Preferred stocks                                    $   52,642     $    1,716     $     (375)      $   53,983
    Common stocks                                          514,781        217,092        (21,156)         710,717
- ------------------------------------------------------------------------------------------------------------------------------------

    Total marketable equity securities                  $  567,423     $  218,808     $  (21,531)      $  764,700
- ------------------------------------------------------------------------------------------------------------------------------------

Total investments in securities                         $3,970,404     $  445,125     $  (24,488)      $4,391,041
====================================================================================================================================

</TABLE>      

                                       27
<PAGE>
 
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

DEBT SECURITIES:

  The amortized cost and estimated market value of debt securities at 
December 31, 1996, by contractual maturity, are shown below (in thousands).
Expected maturities will differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without call or
prepayment penalties.

                                BONDS HELD-         BONDS AVAILABLE-
                                TO-MATURITY             FOR-SALE
- --------------------------------------------------------------------------------
                                        ESTIMATED                     ESTIMATED
                           AMORTIZED     MARKET        AMORTIZED       MARKET
                             COST         VALUE           COST          VALUE
- --------------------------------------------------------------------------------
Due in one year
  or less                 $   99,681   $  100,545     $      --    $      --
Due after one year
  through five years         235,585      247,131        78,917       83,558
Due after five years
  through ten years        2,704,384    2,721,356       409,652      427,632
 
Due after ten years           97,030      101,249        15,817       17,116

- --------------------------------------------------------------------------------
                          $3,136,680   $3,170,281     $ 504,386    $ 528,306
Without single
  maturity date              294,046      307,563            --           --
- --------------------------------------------------------------------------------
                          $3,430,726   $3,477,844     $ 504,386    $ 528,306
 
  Proceeds from sales of investments in securities classified as available-for-
sale (bonds and stocks) were $190,636,000 for 1996. Gross gains of $71,768,000
and gross losses of $227,000 were realized on those sales. Bonds were called by
the issuers during 1996, which resulted in proceeds from the disposal of
$40,126,000. Gross gains of $54,000 were realized on those disposals.

  Proceeds from sales of investments in securities classified as available for
sale (bonds and stocks) were $251,800,000 for 1995. Gross gains of $89,912,000
and gross losses of $7,155,000 were realized on those sales. Bonds were called
by the issuers during 1995, which resulted in proceeds from the disposal of
$105,489,000. Gross gains of $1,575,000 and gross losses of $4,000 were realized
on those disposals.

 All gains and losses were determined using specific identification of the
securities sold.

  As of November 30, 1995, management determined that it would be advantageous
to have a larger percentage of the bond portfolio classified as available-for-
sale. As a result, bonds with an amortized cost of $340,171,000 were
reclassified from held-to-maturity to available-for-sale. Unrealized gains of
$29,576,000 and unrealized losses of $2,703,000 were recognized in stockholders'
equity at the time of the transfer. This transfer was done in conjunction with
the one-time reassessment allowed by the FASB Special Report "A Guide to
Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities."

UNREALIZED GAINS ON SECURITIES:

  Unrealized gains on marketable equity securities and bonds available-for-sale,
presented in the stockholder's equity section of the consolidated statements of
financial position, are net of deferred tax liabilities of $87,561,000 and
$85,024,000 for 1996 and 1995, respectively.

  The change in the net unrealized gains on investments for the years ended
December 31 are summarized as follows (in thousands):

                                                1996             1995
- --------------------------------------------------------------------------------
Bonds available-for-sale                    $  (22,725)       $  50,288
Preferred stocks                                  (262)           5,792
Common stocks                                   40,718          107,380
Amortization of deferred
  policy acquisition costs                     (10,740)              --
- --------------------------------------------------------------------------------
                                            $    6,991        $ 163,460
Provision for federal income taxes              (2,537)        (57,469)
- --------------------------------------------------------------------------------
                                            $    4,454        $ 105,991
================================================================================

MORTGAGE LOANS:

  In general, mortgage loans are secured by first liens on income-producing real
estate. The loans are expected to be repaid from the cash flows or proceeds from
the sale of real estate. American National generally allows a maximum loan-to-
collateral-value ratio of 75% to 90% on newly funded mortgage loans. As of
December 31, 1996, mortgage loans have both fixed rates from 5.25% to 13% and
variable rates from 6% to 10.24%. The majority of the mortgage loan contracts
require periodic payments of both principal and interest and have amortization
periods of two to 31 years.

  American National has investments in first-lien mortgage loans on real estate
with carrying values of $1,098,583,000 and $925,581,000 at December 31, 1996 and
1995, respectively. Problem loans, on which impairment allowances were
established, totaled $14,602,000 and $7,950,000 at December 31, 1996 and 1995,
respectively.

POLICY LOANS:

  Policy loans have interest rates ranging from 2.5% to 12%. Approximately 98%
of the policy loan portfolio carried interest rates of 5% to 8% at 
December 31, 1996.

INVESTMENT INCOME AND REALIZED GAINS (LOSSES):

  Investment income and realized gains (losses) from disposals of investments,
before federal income taxes, for the years ended December 31 are summarized as
follows (in thousands):

                                                         GAINS (LOSSES) FROM
                                  INVESTMENT INCOME    DISPOSALS OF INVESTMENTS
- --------------------------------------------------------------------------------
                                   1996       1995         1996        1995
- --------------------------------------------------------------------------------
Bonds                          $  281,780  $ 238,262    $    172    $   (900)
Preferred stocks                    3,372      3,419          13          23
Common stocks                      17,649     18,737      71,410      85,205
Mortgage loans                     94,851     89,152      (4,212)      1,301
Real estate                        79,045     73,304      (7,249)        648
Other invested assets              27,348     27,566         (93)      2,153
Investment in
 unconsolidated
 affiliates                            --         --         864      (1,236)
- --------------------------------------------------------------------------------
                               $  504,045  $ 450,440    $ 60,905    $ 87,194
Investment expenses               (64,434)   (63,530)         --          --
Increase in valuation
 allowances                            --         --      (2,904)    (10,859)
- --------------------------------------------------------------------------------
                               $  439,611  $ 386,910    $ 58,001    $ 76,335
================================================================================
     
                                       28
<PAGE>
 
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(4) OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF CREDIT RISK ON INVESTMENTS

  American National employs a strategy to invest funds at the highest return
possible commensurate with sound and prudent underwriting practices to ensure a
well diversified investment portfolio.

BONDS:

  American National's bond portfolio is of high investment quality and is well
diversified. The bond portfolio distributed by quality rating at December 31 is
summarized as follows:

                                                1996   1995
================================================================================
AAA                                              14%    15%
AA                                                6%    11%
A                                                54%    51%
BBB & below                                      26%    18%
Not rated                                        --      5%
- --------------------------------------------------------------------------------
                                                100%   100%
================================================================================

COMMON STOCK:

  American National's stock portfolio by market sector distribution at 
December 31 is summarized as follows:

                                                1996   1995
================================================================================
Basic materials                                   8%     7%
Capital goods                                     9%    19%
Consumer goods                                   20%    24%
Energy                                            7%     6%
Finance                                           6%     4%
Technology                                       13%     8%
Health care                                      21%    15%
Miscellaneous                                    16%    17%
- --------------------------------------------------------------------------------
                                                100%   100%
================================================================================

MORTGAGE LOANS AND INVESTMENT REAL ESTATE:

  American National invests primarily in the commercial sector in areas that
offer the potential for property value appreciation. Generally, mortgage loans
are secured by first liens on income-producing real estate.

  Mortgage loans and investment real estate by property type distribution at
December 31 are summarized as follows:

                                                        INVESTMENT   
                                     MORTGAGE              REAL
                                      LOANS               ESTATE
================================================================================
                                 1996        1995      1996    1995
================================================================================

Office buildings                  21%         25%       30%     31%
Shopping centers                  56%         52%       30%     26%
Commercial                         4%          5%       16%     15%
Apartments                         1%          1%        2%      6%
Hotels/motels                      3%          3%       13%     12%
Industrial                        12%         12%        4%      4%
Residential                        1%          1%       --      --
Other                              2%          1%        5%      6%
- --------------------------------------------------------------------------------
                                 100%        100%      100%    100%
================================================================================

  Although American National has a diversified portfolio, a substantial portion
of its mortgage loan and real estate properties are dependent upon the economic
conditions in Texas and California. Mortgage loans and real estate investments
by geographic distribution at December 31 are as follows:

                                                        INVESTMENT
                                     MORTGAGE              REAL
                                       LOANS              ESTATE
================================================================================
                                 1996        1995      1996    1995
================================================================================
Texas                             15%        18%        53%     55%
South Central, except Texas        2%         3%        --       2%
California                        14%        17%        10%     10%
Western, except California         6%         6%         4%      4%
Southeastern U.S.                 13%        11%        16%     13%
North Central U.S.                10%         8%        11%     10%
North Eastern U.S.                40%        37%         6%      6% 
================================================================================
                                 100%       100%       100%    100%
 
 For discussion of other off-balance sheet risks, see Note 15.

(5) FAIR VALUE OF FINANCIAL INSTRUMENTS

  Estimated market values of financial instruments have been determined using
available market information and appropriate valuation methodologies. However,
considerable judgment is required in developing the estimates of fair value.
Accordingly, these estimates are not necessarily indicative of the amounts that
could be realized in a current market exchange or the amounts that may
ultimately be realized. The use of different market assumptions or estimating
methodologies may have a material effect on the estimated market values.

DEBT SECURITIES:

  The estimated market values for bonds represent quoted market values from
published sources or bid prices obtained from securities dealers.

MARKETABLE EQUITY SECURITIES:

  Market values for preferred and common stocks represent quoted market prices
obtained from independent pricing services.

MORTGAGE LOANS ON REAL ESTATE:

  The market value for mortgage loans on real estate is estimated using
discounted cash flow analyses based on interest rates currently being offered
for comparable loans. Loans with similar characteristics are aggregated for
purposes of the analyses.

POLICY LOANS:

 The carrying amount for policy loans approximates their market value.

SHORT-TERM INVESTMENTS:

 The carrying amount for short-term investments approximates their market value.

INVESTMENT CONTRACTS:

  The market value of investment contract liabilities is estimated using a
discounted cash flow model, assuming the companies' current interest rates on
new products. The carrying value for these contracts approximates their market
value.      

                                       29
<PAGE>
 
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

INVESTMENT COMMITMENTS:

  American National's investment commitments are all short-term in duration, and
the market value is not significant at December 31, 1996 or 1995.

  The carrying amounts and estimated market values of financial instruments at
December 31 are as follows (in thousands):

<TABLE>
<CAPTION>
                                   1996                     1995
- ------------------------------------------------------------------------------
                                        ESTIMATED                 ESTIMATED
                           CARRYING      MARKET      CARRYING      MARKET
                            AMOUNT        VALUE       AMOUNT        VALUE
- ------------------------------------------------------------------------------
<S>                       <C>          <C>          <C>          <C>
Financial assets:
  Bonds:
    Held-to-maturity       $3,430,726   $3,477,844   $2,966,939   $3,143,654
    Available-for-sale        528,306      528,306      482,687      482,687
  Preferred stock              51,625       51,625       53,983       53,983
  Common stock                754,039      754,039      710,717      710,717
  Mortgage loans on
    real estate             1,098,583    1,195,053      925,581    1,084,442
  Policy loans                303,336      303,336      301,589      301,589
  Short-term
    investments                 5,470        5,470       15,066       15,066
Financial liabilities:
  Investment contracts      1,821,715    1,821,715    1,271,041    1,271,041
- ------------------------------------------------------------------------------
</TABLE>

(6) DEFERRED POLICY ACQUISITION COSTS

  Deferred policy acquisition costs and premiums for the years ended December
31, 1996 and 1995 are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                          LIFE             ACCIDENT           PROPERTY &
                                        & ANNUITY          & HEALTH            CASUALTY            TOTAL
- -----------------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>                 <C>                 <C>
Balance at
December 31, 1994                        $465,028         $106,332             $  5,441          $ 576,801
- ----------------------------------------------------------------------------------------------------------- 
Additions                                $154,688         $ 20,052             $ 19,943          $ 194,683
Amortization                              (57,774)         (19,976)             (18,648)           (96,398)
- ----------------------------------------------------------------------------------------------------------- 
Net change                               $ 96,914         $     76             $  1,295          $  98,285
Acquisitions                             $    451         $    120             $     (1)         $     570
- ----------------------------------------------------------------------------------------------------------- 
Balance at
December 31, 1995                        $562,393         $106,528             $  6,735          $ 675,656
- ----------------------------------------------------------------------------------------------------------- 
Additions                                $143,046         $ 17,847             $ 21,004          $ 181,897
Amortization                              (70,786)         (17,311)             (19,920)          (108,017)
Effect of change in unrealized gains 
 on available-for-sale securities         (10,740)                                                 (10,740)
- ----------------------------------------------------------------------------------------------------------- 
Net change                               $ 61,520         $    536             $  1,084          $  63,140
Acquisitions                             $     99         $    128             $     --          $     227
- ----------------------------------------------------------------------------------------------------------- 
Balance at
December 31, 1996                        $624,012         $107,192            $   7,819          $ 739,023
- ----------------------------------------------------------------------------------------------------------- 
1996 premiums                            $329,937         $364,198            $ 257,845          $ 951,980
===========================================================================================================
1995 premiums                            $308,949         $360,420            $ 233,512          $ 902,881
===========================================================================================================
</TABLE> 

  Commissions comprise the majority of the additions to deferred policy
acquisition costs for each year.

  Acquisitions relate to the acquisition of various insurance portfolios under
assumption reinsurance agreements.

(7)  FUTURE POLICY BENEFITS

LIFE INSURANCE:

  Interest assumptions used in the calculation of future policy benefits for
life policies are as follows:

<TABLE> 
<CAPTION> 
                                                                      PERCENTAGE OF
                                                                      FUTURE POLICY
POLICY ISSUE                   INTEREST                                 BENEFITS
  YEAR                           RATE                                   SO VALUED
- -------------------------------------------------------------------------------------
<S>             <C>                                                    <C> 
ORDINARY--
1996            7.5% for years 1 through 5, graded to 5.5% at the
                end of year 25, and level thereafter.................      1%
1981-1995       8% for years 1 through 5, graded to 6% at the
                end of year 25, and level thereafter.................     17%
1976-1981       7% for years 1 through 5, graded to 5% at the
                end of year 25, and level thereafter.................     22%
1972-1975       6% for years 1 through 5, graded to 4% at the
                end of year 25, and level thereafter.................      9%
1969-1971       6% for years 1 through 5, graded to 3.5% at the
                end of year 30, and level thereafter.................      7%
1962-1968       4.5% for years 1 through 5, graded to 3.5% at the
                end of year 15, and level thereafter.................     14%
1948-1961       4% for years 1 through 5, graded to 3.5% at the
                end of year 10, and level thereafter.................     14%
1947 and prior  Statutory rates of 3% or 3.5%........................      2%

INDUSTRIAL--
1948-1967       4% for years 1 through 5, graded to 3.5% at the
                end of year 10, and level thereafter.................      8%
1947 and prior  Statutory rates of 3%................................      6%
- -------------------------------------------------------------------------------------
                                                                         100%
=====================================================================================
</TABLE> 

 Future policy benefits for universal life are calculated from the current
account value.

  Future policy benefits for other policies have been calculated using level
interest rates principally as follows:  annuities at 6% and group at 4%.

 Mortality and withdrawal assumptions are based on American National's
experience.

HEALTH INSURANCE:

  Interest assumptions used for future policy benefits on health policies are
calculated using a level interest rate of 6%.

 Morbidity and termination assumptions are based on American National's
experience.      

                                       30
<PAGE>
 
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(8)  LIABILITY FOR UNPAID CLAIMS AND CLAIM ADJUSTMENT EXPENSES

  Activity in the liability for accident and  health and property and casualty
unpaid claims and claim adjustment expenses is summarized as follows (in
thousands):

<TABLE>
<CAPTION>
                                      1996       1995
- -------------------------------------------------------
<S>                                 <C>        <C>
Balance at January 1                $214,599   $213,406
  Less reinsurance recoverables      1,346        1,741
- ------------------------------------------------------- 
Net balance at January 1            $213,253   $211,665
- ------------------------------------------------------- 
Incurred related to:
  Current year                      $482,988   $456,721
  Prior years                        (13,820)   (19,587)
- ------------------------------------------------------- 
Total incurred                      $469,168   $437,134
- ------------------------------------------------------- 
Paid related to:
  Current year                      $332,305   $337,421
  Prior years                        129,559     98,125
- ------------------------------------------------------- 
Total paid                          $461,864   $435,546
- ------------------------------------------------------- 
Net balance at December 31          $220,557   $213,253
  Plus reinsurance recoverables        2,439      1,346
- ------------------------------------------------------- 
Balance at December 31              $222,996   $214,599
======================================================= 
</TABLE>

  The balances at December 31 are included in policy and contract claims on the
consolidated statement of financial position.

(9)  REINSURANCE

  As is customary in the insurance industry, the companies reinsure portions of
certain insurance policies they write, thereby providing a greater
diversification of risk and managing exposure on larger risks. The maximum
amount that would be retained by one company (American National) would be
$700,000 individual life, $250,000 individual accidental death, $100,000 group
life and $125,000 credit life (total $1,175,000). If individual, group and
credit were in force in all companies at the same time, the maximum risk on any
one life could be $1,875,000.

  The companies remain contingently liable with respect to any reinsurance ceded
and would become actually liable if the assuming companies were unable to meet
their obligations under any reinsurance treaties.

  The company evaluates the financial condition of its reinsurers and monitors
concentrations of credit risk arising from similar geographic regions,
activities, or economic characteristics of the reinsurers to minimize its
exposure to significant losses from reinsurer insolvencies. At December 31,
1996, amounts recoverable from reinsurers with a carrying value of $80,244,000
were associated with various auto dealer credit insurance program reinsurers
domiciled in the Caribbean islands of Nevis or the Turks and Caicos. The company
holds collateral related to these credit reinsurers totaling $63,068,000. This
collateral is in the form of custodial accounts controlled by the company, which
can be drawn on for amounts that remain unpaid for more than 120 days. American
National believes that the failure of any single reinsurer to meet its
obligations would not have a significant effect on its financial position or
results of operations.

  Premiums, premium-related reinsurance amounts and reinsurance recoveries for
the years ended December 31 are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                      1996             1995
- --------------------------------------------------------------
<S>                              <C>               <C>
Direct premiums                  $ 1,032,072         $ 962,190
Reinsurance premiums assumed
  from other companies                20,052            24,109
Reinsurance premiums ceded
  to other companies                (100,144)          (83,418)
- -------------------------------------------------------------- 
Net premiums                     $   951,980         $ 902,881
============================================================== 
Reinsurance recoveries           $    54,871         $  53,849
==============================================================
</TABLE> 

  Life insurance in force and related reinsurance amounts at December 31 are
summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                              1996                 1995
- ------------------------------------------------------------------------------------------
<S>                                                      <C>                  <C>
Direct life insurance in force                           $41,945,640          $40,940,321
Reinsurance risks assumed from other companies               583,853              549,337
- ------------------------------------------------------------------------------------------ 
Total life insurance in force                            $42,529,493          $41,489,658
Reinsurance risks ceded to other companies                (6,007,905)          (5,359,378)
- ------------------------------------------------------------------------------------------ 
Net life insurance in force                              $36,521,588          $36,130,280
==========================================================================================
</TABLE>      

                                       31
<PAGE>
 
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(10)  SEGMENT INFORMATION

  American National and its subsidiaries are engaged principally in the
insurance business and operate primarily in six segments (lines of business)
within the insurance industry.

  The following table summarizes the premiums and other revenue, gain (loss)
from operations before equity in earnings of unconsolidated affiliates and
federal income taxes, and assets by line of business for the years ended
December 31, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
                                                     GAIN (LOSS)
                                                       BEFORE
                                                     APPLICABLE
                                                      FEDERAL
                                    PREMIUMS        INCOME TAXES
                                    AND OTHER        AND OTHER
LINE OF BUSINESS:                    REVENUE           ITEMS          ASSETS
- -------------------------------------------------------------------------------
<S>                                <C>               <C>            <C>
1996                                                              
Individual life insurance           $  496,571       $ 79,076       $2,564,102
Individual accident and                                           
  health insurance                     199,982         (4,943)         108,922
Annuities                              167,226          5,783        1,870,659
Group life and health insurance        159,004            811           42,844
Credit insurance                        53,411          1,978          123,508
Property and casualty insurance        269,519         15,052          292,113
- ------------------------------------------------------------------------------- 
Total insurance lines               $1,345,713       $ 97,757       $5,002,148
Capital and surplus                    137,573        138,781        2,912,340
Non-insurance                           20,227            158           74,057
- ------------------------------------------------------------------------------- 
                                    $1,503,513       $236,696       $7,988,545
Gain from sale of investments           58,001         58,001               --
- ------------------------------------------------------------------------------- 
                                    $1,561,514       $294,697       $7,988,545
=============================================================================== 
                                                                  
1995                                                              
Individual life insurance           $  502,160       $ 77,817       $2,523,463
Individual accident and                                           
  health insurance                     212,062          3,642          111,862
Annuities                               96,716            627        1,309,626
Group life and health insurance        146,579          8,011           38,344
Credit insurance                        48,616          1,679          103,382
Property and casualty insurance        243,933         10,361          258,346
- ------------------------------------------------------------------------------- 
  Total insurance lines             $1,250,066       $102,137       $4,345,023
Capital and surplus                    124,403        125,899        2,709,441
Non-insurance                           20,158           (264)          85,569
- ------------------------------------------------------------------------------- 
                                    $1,394,627       $227,772       $7,140,033
Gain from sale of investments           76,335         76,335               --
- ------------------------------------------------------------------------------- 
                                    $1,470,962       $304,107       $7,140,033
=============================================================================== 
</TABLE>

  Net investment income from fixed income assets (bonds and mortgage loans on
real estate) is allocated to insurance lines based on the funds generated by
each line at the average yield available from these fixed income assets at the
time such funds become available. Net investment income from policy loans is
allocated to the insurance lines according to the amount of loans made by each
line. Net investment income from all other assets is allocated to capital and
surplus.

  Identifiable commissions and expenses are charged directly to the appropriate
line of business. The remaining expenses are allocated to the lines based upon
various factors including premium and commission ratios within the respective
lines.

  Fixed income assets and policy loans have been directly assigned to the
insurance lines to the extent required for reserves. Equity type assets, such as
stocks and real estate and all other assets not required for reserves for the
insurance lines, have been assigned to capital and surplus.

  Policy account deposits totaled $756,727,000 in 1996 and $867,077,000 in 1995.
The majority of these deposits were in the annuity line, which totaled
$648,234,000 and $763,049,000 in 1996 and 1995, respectively. The significant
increase in assets for the annuity line of business is directly attributable to
the volume of deposits received.

  A significant portion of American National's insurance business is written
through one third-party marketing organization. Approximately 35% of the total
premium revenues and policy account deposits for both 1996 and 1995 were written
through that organization. Of the total business written by this one
organization, the majority was annuities.

(11)   FEDERAL INCOME TAXES

  The federal income tax provisions vary from the amounts computed when applying
the statutory federal income tax rate. A reconciliation of the effective tax
rate of the companies to the statutory federal income tax rate follows (in
thousands, except percentages):

<TABLE>
<CAPTION>
                                                 1996                     1995
- ---------------------------------------------------------------------------------------
                                          AMOUNT       RATE        AMOUNT       RATE
- ---------------------------------------------------------------------------------------
<S>                                      <C>          <C>         <C>          <C>
Income tax on pre-tax income             $106,911     35.00 %     $107,197     35.00 %
Tax-exempt investment income                 (384)    (0.13)%         (465)    (0.15)%
Dividend exclusion                         (3,303)    (1.08)%       (4,031)    (1.32)%
Tax refund                                 (7,360)    (2.41)%       (2,225)    (0.73)%
Prior year reserve method change           (3,994)    (1.31)%           --        -- %
Miscellaneous tax credits, net             (1,350)    (0.44)%           --        -- %
Other items, net                             (654)    (0.21)%         (563)    (0.18)%
- --------------------------------------------------------------------------------------- 
                                         $ 89,866     29.42 %     $ 99,913     32.62 %
=======================================================================================
</TABLE>      

                                       32
<PAGE>
 
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

  The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
1996 and December 31, 1995 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                    1996         1995
- -------------------------------------------------------------------------
<S>                                               <C>          <C> 
Deferred tax assets:
Investment in bonds, real estate and
  other invested assets, principally due to
  investment valuation allowances                 $  12,943    $  18,066
Policyowner funds, principally
  due to policy reserve discount                     91,746       73,361
Policyowner funds, principally
  due to unearned premium reserve                     7,294        6,794
Other assets                                          9,491        6,225
- -------------------------------------------------------------------------
Total gross deferred tax assets                   $ 121,474    $ 104,446
Less valuation allowance                             (3,000)      (3,000)
- ------------------------------------------------------------------------- 
Net deferred tax assets                           $ 118,474    $ 101,446
- ------------------------------------------------------------------------- 
Deferred tax liabilities:
Marketable equity securities, principally
  due to net unrealized gains on stock            $ (90,526)   $ (85,025)
Investment in bonds, principally
  due to accrual of discount on bonds               (14,283)     (12,223)
Deferred policy acquisition costs, due to
  difference between GAAP and tax                  (188,725)    (175,250)
Property, plant and equipment, principally
  due to difference between GAAP
  and tax depreciation methods                      (12,445)     (14,329)
Prepaid pensions, principally due to
  difference between GAAP and tax                    (7,091)      (7,038)
Other liabilities                                    (2,116)      (1,993)
- ------------------------------------------------------------------------- 
Net deferred tax liabilities                      $(315,186)   $(295,858)
- ------------------------------------------------------------------------- 
Total deferred tax                                $(196,712)   $(194,412)
========================================================================= 
</TABLE>

  Management believes that a sufficient level of taxable income will be achieved
to utilize the net deferred tax assets.

  Through 1983, under the provision of the Life Insurance Company Income Tax Act
of 1959, life insurance companies were permitted to defer from taxation a
portion of their income (within certain limitations) until and unless it was
distributed to stockholders, at which time it was taxed at regular corporate tax
rates. No provision for deferred federal income taxes applicable to such untaxed
income has been made because management is of the opinion that no distributions
of such untaxed income (designated by federal law as "policyholders' surplus")
will be made in the foreseeable future. There was no change in the
"policyholders' surplus" between December 31, 1995 and December 31, 1996. The
cumulative balance was approximately $63,000,000 at both dates.

  Federal income taxes totaling approximately $83,475,000 and $101,243,000 were
paid to the Internal Revenue Service in 1996 and 1995, respectively. The statute
of limitations has expired for the examination of federal income tax returns for
American National and its subsidiaries by the Internal Revenue Service, through
1992. All prior-year deficiencies have been paid or provided for, and American
National has filed appropriate claims for refunds through 1994. In the opinion
of management, adequate provision has been made for any tax deficiencies that
may be sustained.

(12) RECONCILIATION TO STATUTORY ACCOUNTING

  American National and its insurance subsidiaries are required to file
statutory financial statements with state insurance regulatory authorities.
Accounting principles used to prepare such statutory financial statements differ
from those used to prepare financial statements on the basis of generally
accepted accounting principles.

  Reconciliations of statutory net income and capital and surplus, as determined
using statutory accounting principles, to the amounts included in the
accompanying consolidated financial statements, as of and for the years ended
December 31, are as follows (in thousands):

<TABLE>
<CAPTION>
                                                             1996              1995
- --------------------------------------------------------------------------------------
<S>                                                      <C>               <C>
Statutory net income of insurance companies              $  146,100        $  131,866
Net gain (loss) of non-insurance companies                      750            (4,455)
- -------------------------------------------------------------------------------------- 
Combined net income                                      $  146,850        $  127,411
Increases/(decreases):
  Deferred policy acquisition costs                          73,880            98,285
  Policyholder funds                                        (16,323)          (33,461)
  Deferred federal income tax benefit                           237             9,558
  Premiums deferred and other receivables                     5,549            (1,444)
  Gain on sale of investments                                 1,102             2,886
  Change in interest maintenance reserve                       (463)              291
  Asset valuation allowances                                 (2,904)           (4,764)
  Dividend income from subsidiaries                              --            (1,577)
Other adjustments, net                                        7,711             6,979
Consolidating eliminations and adjustments                      (44)            2,200
- -------------------------------------------------------------------------------------- 
Net income reported herein                               $  215,595        $  206,364
======================================================================================   
                                                             1996              1995
- -------------------------------------------------------------------------------------- 
 Statutory capital and
   surplus of insurance companies                        $1,784,692        $1,639,304
 Stockholders' equity
   of non-insurance companies                                79,316            89,856
- --------------------------------------------------------------------------------------  
 Combined capital and surplus                            $1,864,008        $1,729,160
 Increases/(decreases):
  Deferred policy acquisition costs                         739,023           675,656
  Policyholder funds                                        126,925           142,991
  Deferred federal income taxes                            (196,712)         (194,412)
  Premiums deferred and other receivables                   (78,231)          (83,781)
  Reinsurance in "unauthorized companies"                    30,506            16,542
  Statutory asset valuation reserve                         326,336           305,655
  Statutory interest maintenance reserve                      6,457             6,922
  Asset valuation allowances                                (47,518)          (44,668)
Non-admitted assets and                                               
    other adjustments, net                                  283,031           320,301
Consolidating eliminations and adjustments                 (579,919)         (553,253)
- --------------------------------------------------------------------------------------  
Stockholders' equity reported herein                     $2,473,906        $2,321,113
- -------------------------------------------------------------------------------------- 
</TABLE>      

                                       33
<PAGE>
 
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(13)  STOCKHOLDERS' EQUITY

  At December 31, 1996 and 1995, American National had 50,000,000 authorized
shares of $1.00 par value common stock. At December 31, 1996 and 1995, issued
shares were 30,832,449; treasury shares were 4,353,284; and outstanding shares
were 26,479,165.

  American National's payment of dividends to stockholders is restricted by
statutory regulations. Generally, the restrictions require life insurance
companies to maintain minimum amounts of capital and surplus, and limit the
payment of dividends to statutory net gain from operations on an annual,
noncumulative basis in the absence of special approval. Additionally, insurance
companies are not permitted to distribute the excess of stockholders' equity as
determined on a GAAP basis over that determined on a statutory basis.

  Generally, the same restrictions apply to American National's insurance
subsidiaries regarding amounts which can transfer in the form of dividends,
loans, or advances to the parent company.

  At December 31, 1996, approximately $506,941,000 of American National's
consolidated stockholders' equity represents net assets of its insurance
subsidiaries. Any transfer of these net assets to American National would be
subject to statutory restrictions and approval.

(14)  RETIREMENT BENEFITS

  American National and its subsidiaries have one tax-qualified pension plan,
which has three separate programs. Two of the programs are contributory and
cover substantially all hourly employees and home service agents. The third
program is noncontributory, and covers salaried and management employees. The
program covering salaried and management employees provides pension benefits
that are based on years of service and the employee's compensation during the
five years before retirement. The programs covering hourly employees and agents
generally provide benefits that are based on the employee's average monthly
compensation during the five highest compensated years within the last ten years
before retirement, or career average earnings, as applicable, and years of
service. American National also sponsors two non-tax-qualified pension plans for
key executives that restore benefits that would otherwise be curtailed by
statutory limits on qualified plan benefits.

  The companies' funding policy for the pension plans is to make annual
contributions in accordance with the minimum funding standards of the Employee
Retirement Income Security Act of 1974.

  Actuarial computations of pension expense (before income taxes) produced a
pension debit of $902,000 for 1996 and $15,000 for 1995.
 The pension debit is made up of the following (in thousands):

<TABLE>
<CAPTION>
                                                           1996         1995
- ------------------------------------------------------------------------------
<S>                                                      <C>         <C>
Service cost--benefits earned during period              $ 5,040     $  4,515
Interest cost on projected benefit obligation              6,735        6,168
Actual return on plan assets                              (6,542)     (14,988)
Net amortization and deferral                             (4,331)       4,320
- -------------------------------------------------------------------------------
  Total pension debit                                    $   902     $     15
- -------------------------------------------------------------------------------
</TABLE>      

                                       34
<PAGE>
 
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

  The following table sets forth the funded status and amounts recognized in the
consolidated statements of financial position at December 31 for the companies'
pension plans.

 Actuarial present value of benefit obligation:

<TABLE>
<CAPTION>
                                              1996                           1995
- ---------------------------------------------------------------------------------------------
                                        ASSETS      ACCUMULATED       ASSETS     ACCUMULATED
                                        EXCEED        BENEFITS        EXCEED       BENEFITS    
                                     ACCUMULATED       EXCEED      ACCUMULATED      EXCEED
                                       BENEFITS        ASSETS        BENEFITS       ASSETS
- ---------------------------------------------------------------------------------------------
<S>                                    <C>           <C>            <C>            <C>   
Vested benefit obligation              $(66,688)     $(16,029)      $(64,517)      $(13,581)
=============================================================================================
Accumulated benefit obligation         $(70,303)     $(16,029)      $(68,437)      $(13,581)
=============================================================================================
Projected benefit obligation           $(85,891)     $(20,975)      $(82,891)      $(17,545)
Plan assets at fair value
  (long-term securities)                125,068            --        126,591             --
- --------------------------------------------------------------------------------------------- 
Plan assets in excess of projected 
  benefit obligation                   $ 39,177      $(20,975)      $ 43,700       $(17,545)
Unrecognized net loss                     7,842         3,519          3,519          2,918
Prior service cost not yet recognized 
  in periodic pension cost                   18         1,902            113          2,299
Unrecognized net transition
  asset at January 1 being
  recognized over 15 years              (13,097)           --        (15,716)            --
Adjustment required to recognize 
  additional liability                       --          (513)            --         (1,279)
- --------------------------------------------------------------------------------------------- 
Prepaid pension cost
  included in other assets             $ 33,940      $(16,067)      $ 31,616       $(13,607)
============================================================================================= 
</TABLE> 

  Assumptions used at December 31:

<TABLE> 
<CAPTION> 
                                                           1996        1995
- ----------------------------------------------------------------------------
<S>                                                        <C>         <C> 
Weighted-average discount rate                      
  on benefit obligation                                    6.50%       6.40%
Rate of increase in compensation levels                    4.50%       4.80%
Expected long-term rate of return on plan assets           8.00%       8.00%
</TABLE>

  Under American National and its subsidiaries' various group benefit plans for
active employees, a $2,500 paid-up life insurance certificate is provided upon
retirement for eligible participants who meet certain age and length of service
requirements.

  American National has one retiree health benefit plan for retirees of all
companies in the consolidated group, with the exception of Standard Life and
Accident Insurance Company (Standard). The retirees of Standard are covered
under a separate health plan. Participation in either of these plans is limited
to current retirees and their dependents and those employees and their
dependents who met certain age and length of service requirements as of December
31, 1993. No new participants will be added to these plans in the future.

  The retiree health benefit plans provide major medical benefits for
participants under the age of 65 and Medicare supplemental benefits for those
over 65. Prescription drug benefits are provided to both age groups. The plans
are contributory, with the company's contribution limited to $80 per month for
retirees and spouses under the age of 65 and $40 per month for retirees and
spouses over the age of 65. All additional contributions necessary, over the
amount to be contributed by the companies, are to be contributed by the
retirees.

  The accrued post-retirement benefit obligation, included in other liabilities,
was $13,007,000 and $13,105,000 at December 31, 1996 and 1995 respectively.
These amounts were approximately equal to the unfunded accumulated post-
retirement benefit obligation. Since the companies' contributions to the cost of
the retiree benefit plans are fixed, the health care cost trend rate will have
no effect on the future expense or the accumulated post-retirement benefit
obligation.

(15) COMMITMENTS AND CONTINGENCIES

  American National and its subsidiaries lease office space in various cities
for their insurance sales offices. The long-term lease commitments at December
31, 1996 were approximately $5,796,000.

  In the ordinary course of their operations, the companies also had commitments
outstanding at December 31, 1996 to purchase, expand or improve real estate and
to fund mortgage loans aggregating $139,217,000, all of which is expected to be
funded in 1997. Of the commitment amount, $83,275,000 of mortgage loan
commitments have interest rates that are fixed.

  The companies are defendants in various lawsuits concerning alleged failure to
honor certain loan commitments, alleged breach of certain agency and real estate
contracts, various employment matters, allegedly deceptive insurance sales and
marketing practices and other litigation arising in the ordinary course of
operations. Certain of these lawsuits include claims for compensatory and
punitive damages. Management is of the opinion, after reviewing the above
matters with legal counsel, that the ultimate liability, if any, resulting from
any of or all of the above matters would not have a material adverse effect on
the companies' consolidated financial position or results of operations.
However, these lawsuits are in various stages of development and future facts
and circumstances could result in management changing its conclusions.

  In 1995, a series of fires occurred at a warehouse located in Houston, Texas,
which American National owns. American National leased the warehouse to a
company that, in turn, rented out space to various other parties to store
materials. As a result of these fires, some of the materials stored in the
warehouse caused damage at the warehouse site. As the owner of the warehouse,
American National is now named as a defendant in several lawsuits concerning
alleged damages related to the fires. After reviewing this situation with legal
counsel, management believes that American National has meritorious defenses
against these lawsuits. The company also has meritorious grounds to recover any
damages from the third parties who actually owned the materials that caused the
fires. Therefore, no specific reserves for this matter have been recorded in the
consolidated financial statements. However, if the defenses and recoveries are
not resolved in the manner that management anticipates, it is possible that the
resulting liability could have a material impact on the consolidated financial
results.      

                                       35
<PAGE>
 
     
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and Board of Directors,
American National Insurance Company:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements of American National Insurance Company and
subsidiaries included in this registration statement and have issued our report
thereon dated February 17, 1997. Our audit was made for the purpose of forming
an opinion on the basic consolidated financial statements taken as a whole. The
accompanying schedules are the responsibility of the Company's management and
are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not a required part of the basic consolidated
financial statements. These schedules have been subjected to the auditing
procedures applied in our audit of the basic consolidated financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic consolidated financial statements taken as a whole.


                                                    ARTHUR ANDERSEN LLP

Houston, Texas
February 17, 1997      

                                       36
<PAGE>
 
     
AMERICAN NATIONAL INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
December 31, 1996                        
(In thousands)

<TABLE> 
<CAPTION> 
====================================================================================================================================
                                                                                                                  
    COLUMN A                                                                  COLUMN B         COLUMN C         COLUMN D         
                                                                                                                                
                                                                                                             AMOUNT AT WHICH    
                                                                                                MARKET        SHOWN IN THE      
TYPE OF INVESTMENT                                                             COST (a)         VALUE         BALANCE SHEET       
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>           <C>       <C>        
Fixed Maturities:                                                                                                 
  Bonds Held-to-Maturity:                                                                                         
    United States Government and government agencies                                                              
      and authorities                                                         $  174,399      $  177,804       $  174,399
    States, municipalities and political subdivisions                             14,185          14,362           14,185
    Foreign governments                                                          107,573         111,697          107,573
    Public utilities                                                           1,142,072       1,139,513        1,142,072
    All other corporate bonds                                                  1,992,497       2,034,468        1,992,497
  Bonds Available-for-Sale:                                                                                       
    United States Government and government agencies                                                              
      and authorities                                                             26,062          26,546           26,546
    Foreign governments                                                           41,594          44,545           44,545
    Public utilities                                                             184,677         191,722          191,722
    All other corporate bonds                                                    252,053         265,493          265,493
  Redeemable preferred stock                                                      50,546          51,625           51,625
- ------------------------------------------------------------------------------------------------------------------------------------
      Total fixed maturities                                                  $3,985,658      $4,057,775       $4,010,657
- ------------------------------------------------------------------------------------------------------------------------------------

Equity Securities:                                                                                                
  Common stocks:                                                                                                  
    Public utilities                                                          $   41,606      $   50,288       $   50,288
    Banks, trust and insurance companies                                          22,978          35,332           35,332
    Industrial, miscellaneous and all other                                      452,801         668,419          668,419
- ------------------------------------------------------------------------------------------------------------------------------------
      Total equity securities                                                 $  517,385      $  754,039       $  754,039
- ------------------------------------------------------------------------------------------------------------------------------------

Mortgage loans on real estate                                                 $1,098,583          XXXXXX       $1,098,583
Investment real estate                                                           268,632          XXXXXX          268,632
Real estate acquired in satisfaction of debt                                      62,097          XXXXXX           62,097
Policy loans                                                                     303,336          XXXXXX          303,336
Other long-term investments                                                       70,064          XXXXXX           70,064
Short-term investments                                                             5,470          XXXXXX            5,470
- ------------------------------------------------------------------------------------------------------------------------------------
      Total investments                                                       $6,311,225          XXXXXX       $6,572,878 
====================================================================================================================================

</TABLE>

(a)  Original cost of equity securities and, as to fixed maturities, original
     cost reduced by repayments and valuation write-downs and adjusted for
     amortization of premiums or accrual of discounts.      

                                       37
<PAGE>
 
     
AMERICAN NATIONAL INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
(In thousands)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     
COLUMN A                 COLUMN B     COLUMN C      COLUMN D       COLUMN E     COLUMN F  COLUMN G     COLUMN H       COLUMN I
                                                                                                                     
                                   FUTURE POLICY                                                       BENEFITS,     AMORTIZATION
                         DEFERRED     BENEFITS,                 OTHER POLICY                         CLAIMS, LOSSES  OF DEFERRED
                          POLICY   LOSSES, CLAIMS                CLAIMS AND               NET             AND           POLICY 
                        ACQUISITION   AND LOSS      UNEARNED     BENEFITS    PREMIUM     INVESTMENT    SETTLEMENT    ACQUISITION
SEGMENT                    COST       EXPENSES      PREMIUMS      PAYABLE    REVENUE     INCOME (a)     EXPENSES        COSTS   
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>          <C>           <C>        <C>        <C>          <C>         <C>         
1996
- ----
Individual life insurance       $426,277   $2,329,606      $  6,518   $ 54,793   $271,715        $151,323     $236,716     $ 47,715
Individual accident and
 health insurance                 57,183       95,424         4,316     64,641    192,450           7,471      142,628        4,429
Annuities                        172,502    1,936,717            --      8,729     35,610         115,726      115,422       15,339
Group life and A & H
 insurance                        19,830       37,979         3,509     39,230    152,420           4,600      109,543        4,712
Credit insurance                  55,412           --       205,213     37,499     41,940           5,213       20,668       15,902
Property and casualty
 insurance                         7,819           --       111,011    110,843    257,845          11,733      206,120       19,920
Capital and surplus                   --           --            --         --         --         137,264           --           --
Non-insurance                         --           --            --         --         --           6,281           --           --
- ------------------------------------------------------------------------------------------------------------------------------------
    Total                       $739,023   $4,399,726      $330,567   $315,735   $951,980        $439,611     $831,097     $108,017
====================================================================================================================================

   
1995
- ----                          
Individual life insurance       $420,737   $2,299,547      $  5,610   $ 56,267   $271,387        $154,740     $229,989     $ 49,009 
Individual accident and
 health insurance                 60,260       95,966         4,634     65,581    204,187           7,797      143,034        6,176
Annuities                        123,788    1,359,143             4      5,857     13,348          74,275       71,748        2,182
Group life and A & H
 insurance                        17,803       34,660         3,881     35,567    141,374           3,940       93,351        7,683
Credit insurance                  46,333           --       175,538     29,428     39,073           4,291       17,456       12,700
Property and casualty
 insurance                         6,735           --        85,442    107,353    233,512          10,864      193,453       18,648
Capital and surplus                   --           --            --         --         --         123,948           --           --
Non-insurance                         --           --            --         --         --           7,055           --           --
- ------------------------------------------------------------------------------------------------------------------------------------
    Total                       $675,656   $3,789,316      $275,109   $300,053   $902,881        $386,910     $749,031     $ 96,398
====================================================================================================================================

</TABLE>

AMERICAN NATIONAL INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
(In thousands)
<TABLE>
<CAPTION>
- -----------------------------------------------------
                              COLUMN J     COLUMN K  


                              OTHER                      
                            OPERATING     PREMIUMS  
SEGMENT                     EXPENSES (b)   WRITTEN
- -----------------------------------------------------
<S>                          <C>          <C>        
1996                                                 
- ----                                                 
Individual life insurance       $122,548   $     --
Individual accident and                              
 health insurance                 58,343         --
Annuities                          2,548         --
Group life and A & H
 insurance                        45,694         --
Credit insurance                  14,863         --
Property and casualty                                
 insurance                        28,427    271,061
Capital and surplus               (1,208)        --
Non-insurance                     20,069         --
- -----------------------------------------------------
    Total                       $291,284   $271,061  
=====================================================
                                                     
1995                                                 
- ----                                                 
Individual life insurance       $124,599   $     --
Individual accident and                              
 health insurance                 61,511         --  
Annuities                         10,253         --  
Group life and A & H                                 
 insurance                        37,814         --
Credit insurance                  16,828         --  
Property and casualty                                
 insurance                        21,471    245,527
Capital and surplus               (1,496)        --
Non-insurance                     20,422         --
- -----------------------------------------------------
    Total                       $291,402   $245,527
=====================================================
</TABLE>

(a)  Net investment income from fixed income assets (bonds and mortgage loans on
     real estate) is allocated to insurance lines based on the funds generated
     by each line at the average yield available from these fixed income assets
     at the time such funds become available. Net investment income from policy
     loans is allocated to the insurance lines according to the amount of loans
     made by each line. Net investment income from all other assets is allocated
     to capital and surplus.

(b)  Identifiable commissions and expenses are charged directly to the
     appropriate line of business.  The remaining expenses are allocated to the
     lines based upon various factors including premium and commission ratios
     within the respective lines.      

                                       38
<PAGE>
 
     
AMERICAN NATIONAL INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
(In thousands except percentages)
<TABLE> 
<CAPTION> 
====================================================================================================================================

  COLUMN A                                  COLUMN B        COLUMN C        COLUMN D        COLUMN E          COLUMN F
  
                                                            CEDED TO         ASSUMED                        PERCENTAGE OF
                                             GROSS           OTHER          FROM OTHER         NET          AMOUNT ASSUMED
                                             AMOUNT        COMPANIES        COMPANIES         AMOUNT           TO NET
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                      <C>              <C>              <C>             <C>                <C>
1996
Life insurance in force                  $ 41,945,640     $ 6,007,905     $   583,853      $ 36,521,588          1.6%
====================================================================================================================================

Premiums:
  Life insurance                              368,984          45,955           6,908           329,937          2.1%
  Accident and health insurance               398,500          41,995           7,693           364,198          2.1%
  Property and liability insurance            264,588          12,194           5,451           257,845          2.1%
 -----------------------------------------------------------------------------------------------------------------------------------

    Total premiums                       $  1,032,072     $   100,144     $    20,052      $    951,980          2.1%
====================================================================================================================================


1995
Life insurance in force                  $ 40,940,321     $ 5,359,378     $   549,337      $ 36,130,280          1.5%
====================================================================================================================================

Premiums:
 Life insurance                               341,766          40,501           7,684           308,949          2.5%
 Accident and health insurance                387,976          36,309           8,753           360,420          2.4%
 Property and liability insurance             232,448           6,608           7,672           233,512          3.3%
 -----------------------------------------------------------------------------------------------------------------------------------

    Total premiums                       $    962,190     $    83,418     $    24,109      $    902,881          2.7%
====================================================================================================================================

</TABLE>      

                                       39
<PAGE>
 
     
AMERICAN NATIONAL INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
<TABLE> 
<CAPTION> 
====================================================================================================================================

  COLUMN A                                  COLUMN B        COLUMN C                COLUMN D                  COLUMN E      

                                                                             DEDUCTIONS - DESCRIBE
                                                                         ----------------------------- 
                                           BALANCE AT      ADDITIONS         AMOUNTS                         BALANCE AT
                                          BEGINNING OF     CHARGED TO    WRITTEN OFF DUE     AMOUNTS           END OF
DESCRIPTION                                 PERIOD          EXPENSE       TO DISPOSAL(a)    COMMUTED(b)        PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                      <C>              <C>              <C>             <C>                <C>
1996
Investment valuation allowances:
 Mortgage loans on real estate             $   12,824     $    3,037      $        --      $      1,015     $    14,846 
 Investment real estate                        38,793          4,803           10,652             4,383          28,561 
 Investment in unconsolidated affiliates        1,113          1,214               --                --           2,327
 Other assets                                   2,000          3,447           (6,453)               --          11,900
- ------------------------------------------------------------------------------------------------------------------------------------

     Total                                 $   54,730     $   12,501      $     4,199      $      5,398     $    57,634
====================================================================================================================================


1995
Investment valuation reserves:
 Mortgage loans on real estate             $    9,287     $    4,526      $       981      $          8     $    12,824
 Investment real estate                        32,888          9,973            1,608             2,460          38,793
 Investment in unconsolidated affiliates        1,696             --               --               583           1,113
 Other assets                                      --          2,000               --                --           2,000
 -----------------------------------------------------------------------------------------------------------------------------------

     Total                                 $   43,871     $   16,499      $     2,589      $      3,051     $    54,730
====================================================================================================================================

</TABLE> 

(a)  Amounts written off due to disposal represent reductions or (additions) in
     the balance due to sales, transfers or other disposals of the asset with
     which the allowance is associated.

(b)  Amounts commuted represent reductions in the allowance balance due to
     changes in requirements or investment conditions.      

                                       40
<PAGE>
 
                            PART C ITEM AND CAPTION

Items 24. Financial Statements and Exhibits.

     (a)  Financial Statements          FINANCIAL STATEMENTS and
                                        FINANCIAL STATEMENT SCHEDULES 
                                        sections of Statement of 
                                        Additional Information
 
     (b)  Exhibits

     Exhibit "1" -              copy of the resolutions of the board of
                                directors of the depositor authorizing the
                                establishment of the Registrant (previously
                                filed on April 26, 1996 in Registrant's Post-
                                Effective Amendment No. 6)      

     Exhibit "2" -              Not Applicable

     Exhibit "3" -              Distribution and Administrative Services
                                Agreement (previously filed on April 26, 1996 in
                                Registrant's Post-Effective Amendment No. 6) 
     

     Exhibit "4" -              the form of each variable annuity contract
                                (previously filed on April 26, 1996 in
                                Registrant's Post-Effective Amendment No. 6)
     
     Exhibit "5" -              the form of application used with any variable
                                annuity contract (previously filed on April 26,
                                1996 in Registrant's Post-Effective Amendment
                                No. 6)      

     Exhibit "6a" -             copy of the articles of incorporation of the
                                depositor (previously filed on April 26, 1996 in
                                Registrant's Post-Effective Amendment No. 6)
     
                                       i
<PAGE>
 
     Exhibit "6b" -             copy of the by-laws of the depositor (previously
                                filed on April 26, 1996 in Registrant's Post-
                                Effective Amendment No. 6)      

     Exhibit "7" -              Not Applicable      

     Exhibit "8a"               American National Investment Account, Inc.
                                Participation Agreement (previously filed on
                                April 26, 1996 in Registrant's Post-Effective
                                Amendment No. 6)      

     Exhibit "8b"               Fidelity Investments' Variable Insurance
                                Products Fund Participation Agreement
                                (previously filed on April 26, 1996 in
                                Registrant's Post-Effective Amendment No. 6) 
     
     Exhibit "8c"               Variable Insurance Products Fund II
                                Participation Agreement (previously filed on
                                April 26, 1996 in Registrant's Post-Effective
                                Amendment No. 6)      

     Exhibit "9" -              an opinion of counsel and consent to its use as
                                to the legality of the securities being
                                registered, indicating whether they will be
                                legally issued and will represent binding
                                obligations of the depositor

     Exhibit "10" -             Consent of independent accountants

     Exhibit "11" -             Not Applicable

     Exhibit "12" -             Not Applicable

     Exhibit "13" -             Not Applicable

     Exhibit "14" -             Control chart of depositor (previously filed on
                                April 26, 1996 in Registrant's Post-Effective
                                Amendment No. 6)      

                                       ii
<PAGE>
 
     Exhibit "27" -             Financial Data Schedule

Item 25. Directors and Officers of the Depositor.

Directors
- ---------

Name                             Business Address
- ----                             ----------------
         

Irwin M. Herz, Jr.               Greer, Herz & Adams, L.L.P.
                                 One Moody Plaza, 18th Floor
                                 Galveston, Texas 77550

R. Eugene Lucas                  Gal-Tex Hotel Corporation
                                 2302 Postoffice, Suite 504
                                 Galveston, Texas 77550

Harold C. MacDonald              The Moody Foundation
                                 2302 Postoffice, Suite 704
                                 Galveston, Texas 77550

E. Douglas McLeod                The Moody Foundation
                                 2302 Postoffice, Suite 704
                                 Galveston, Texas 77550

Frances Anne Moody               7031 Inwood
                                 Dallas, Texas 75209

Robert L. Moody                  2302 Postoffice, Suite 702
                                 Galveston, Texas 77550

Russell S. Moody                 6016 Mount Bonnell Hollow
                                 Austin, Texas 78731

W.L. Moody, IV                   2302 Postoffice, Suite 502
                                 Galveston, Texas 77550

Joe Max Taylor                   Galveston County Sheriff's
                                 Department
                                 715 19th Street
                                 Galveston, Texas 77550

Officers
- --------

     The principal business address of the officers, unless 

                                      iii
<PAGE>
 
otherwise indicated in the "Directors" section, is American National Insurance
Company, One Moody Plaza, Galveston, Texas 77550.

Name                             Office
- ----                             ------

R.L. Moody                       Chairman of the Board, President and Chief 
                                 Executive Officer
    
G.R. Ferdinandtsen               Senior Executive Vice President      
 
R.A. Fruend                      Executive Vice President, Director of     
                                 Ordinary Agencies
 
B.J. Garrison                    Executive Vice President, Director of Home 
                                 Service Division
 
M.W. McCroskey                   Executive Vice President - Investments
     
J.E. Pozzi                       Executive Vice President, Independent Marketing
     
     
R.J. Welch                       Executive Vice President and Chief Actuary
      
C.H. Addison                     Senior Vice President, Systems Planning and  
                                 Computing

A.L. Amato, Jr.                  Senior Vice President, Life Policy 
                                 Administration
         
    
G.C. Langley                     Senior Vice President, Human Resources      
    
G.L. Noelle                      Senior Vice President, Health Insurance
                                 Operations      
    
S.E. Pavlicek                    Senior Vice President and Controller      

J.R. Thomason                    Senior Vice President, Credit Insurance
                                 Services
   
G.W. Tolman                      Senior Vice President, Corporate Affairs    

V.E. Soler, Jr.                  Vice President, Secretary & Treasurer

                                       iv
<PAGE>
 
J.J. Antkowiak                   Vice President, Director of Computing
                                 Services
    
D.M. Azur                        Vice President, Claims      

D. D. Brichler                   Vice President, Mortgage Loan Production

F.V. Broll, Jr.                  Vice President & Actuary
    
G.C. Crume                       Vice President, Independent Marketing      
    
D.A. Culp                        Vice President, Independent Marketing      

A.C. Deetjen                     Vice President, Director of Marketing &
                                 Product Services
         

G.D. Dixon                       Vice President, Stocks
         
J.F. Grant, Jr.                  Vice President, Group Actuary

R.D. Hemme                       Vice President and Actuary
    
M.E. Hogan                       Vice President, Credit Insurance Operations 
     
    
C.J. Jones                       Vice President, Health Underwriting & New 
                                 Business      
    
D.D. Judy                        Vice President, Financial Marketing      

Dr. H.B. Kelso, Jr.              Vice President & Medical Director

G.G. Kirk                        Vice President, Pension & Payroll Deduction 
                                 Marketing

D.D. Lagrone                     Vice President, Home Office Services
         

George A. Macke                  Vice President, General Auditor

G.W. Marchand                    Vice President, Life Underwriting

R.G. McCrary                     Vice President, Application Development
                                 Division

                                       v
<PAGE>
 
     
D.N. McDaniel                    Vice President, Home Service Administration
     
W.T. Porter                      Vice President, Group Marketing
         

W.H. Watson III                  Vice President, Health Actuary
    
G.W. Williamson                  Vice President, Asst. Director, Home Service  
                                 Division      
         
    
P. Barber                        Asst. Vice President, Human      
Resources
    
W.R. Berger                      Asst. Vice President, Investments      
    
S.F. Brast                       Asst. Vice President, Real Estate Manager      
    
J.J. Cantu                       Asst. Vice President and Illustration Actuary
     
W.F. Carlton                     Asst. Vice President, Financial Reports

J. R. Cramer                     Asst. Vice President, Health Claims

R. T. Crawford                   Asst. Vice President, General Accounting

J.D. Ferguson                    Asst. Vice President, Director of Marketing 
                                 Services

D.S. Fuentes                     Asst. Vice President, Director of Group Claims
         
    
K.E. Johnston                    Asst. Vice President, Asst. Director of
                                 Financial Marketing      

P.E. Kennedy                     Asst. Vice President, Personnel
    
G.W. Kirkham                     Asst. Vice President, Director of Planning & 
                                 Support      

C.H. Lee                         Asst. Vice President and Actuary

D.L. Leining                     Asst. Vice President, Life Underwriting
         
R.J. Ostermayer                  Asst. Vice President, Director of Group 
                                 Quality Assurance

                                       vi
<PAGE>
 
E.B. Pavelka                     Asst. Vice President, Life Premium Accounting 
                                 & Policy Service
    
R.A. Price                       Asst. Vice President, Director of Training & 
                                 Market Development      

J.J. Rooney                      Asst. Vice President, Group Legal/Audit

G.A. Schillaci                   Asst. Vice President & Actuary

M.J. Soler                       Asst. Vice President, Group Administration

G.A. Sparks, Sr.                 Asst. Vice President, Director of Field 
                                 Services
    
J.L. Towson                      Asst. Vice President, Director of Group
                                 Underwriting      



M.A. Trevino                     Asst. Vice President, Life Systems, 
                                 Training & New Business
    
M.L. Waugh, Jr.                  Asst. Vice President, Claims      

V.M. Young                       Asst. Vice President, Securities Investments

J.N. Bell                        Assistant Secretary

Item 26. Persons Controlled by or Under Common Control with Depositor of
Registrant.

     Exhibit "14" -  control chart of depositor (previously filed on April 26,
1996 in Registrant's Post-Effective Amendment No. 6)      

Item 27. Number of Contractowners.

     As of March 31, 1997, the Registrant had 518 Contractowners of the
Qualified Flexible Purchase Payment Deferred Annuity Contracts, 186
Contractowners of the Non-qualified Flexible Purchase Payment Deferred Annuity
Contracts, one Contractowner of the Single Premium Immediate Annuity Contracts,
and 2 Contractowners of the Group Unallocated Annuity Contracts.      

Item 28.  Indemnification.
 

                                      vii
<PAGE>
 
     The following provision is in the Distribution and Administrative Services
Agreement:

                "American National agrees to indemnify SM&R for any liability
                that SM&R may incur to a Contractowner or party-in-interest
                under a Contract (i) arising out of any act or omission in the
                course of, or in connection with, rendering services under this
                Agreement, or (ii) arising out of the purchase, retention or
                surrender of a Contract; provided, however, that American
                National will not indemnify SM&R for any such liability that
                results from the willful misfeasance, bad faith or gross
                negligence of SM&R, or from the reckless disregard, by SM&R, of
                its duties and obligations arising under this Agreement."

     The officers and directors of American National are indemnified by American
National in the American National By-Laws for liability incurred by reason of
the officer and directors serving in such capacity.  This indemnification would
cover liability arising out of the variable annuity sales of American National

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

Item 29.  Principal Underwriters.

                                      viii
<PAGE>
 
     (a) American National Funds Group consisting of American National Growth
Fund, Inc., American National Income Fund, Inc. and American National Triflex
Fund, Inc.; SM&R Capital Funds, Inc. consisting of American National Government
Income Fund Series, American National Primary Fund Series and American National
Tax Free Fund Series; American National Investment Accounts, Inc.

     (b) The Registrant's principal underwriter is Securities Management and
Research, Inc.  The following are the officers and directors of Securities
Management and Research, Inc.

                                                 Principal Business  
Name                           Position          Address
- ----                           --------          -------
           
    
Gordon D. Dixon                Director,         American National
                               Senior Vice        Insurance Company
                               President         One Moody Plaza
                               and Chief         Galveston, Texas 77550 
                               Investment
                               Officer      
 
Robert A. Fruend, C.L.U.       Director          American National
                                                  Insurance Company
                                                 One Moody Plaza
                                                 Galveston, Texas 77550
 
R. Eugene Lucas                Director          Gal-Tenn Hotel     
                                                  Corporation
                                                 504 Moody National Bank Tower
                                                 Galveston, Texas 77550
          
    
Ronald J. Welch                Director          American National
                                                  Insurance Company
                                                 One Moody Plaza
                                                 Galveston, Texas 77550      
 
Michael W. McCroskey           Director,         Securities Management
                               President          and Research, Inc.
                               and Chief         One Moody Plaza
                               Executive         Galveston, Texas 77550

                                       ix
<PAGE>
 
                               Officer
 
          
Vera M. Young                  Vice              American National
                               President         Insurance Company
                                                 One Moody Plaza
                                                 Galveston, Texas 77550
 
Emerson V. Unger, C.L.U.       Vice              Securities Management and
                               President         Research, Inc.
                                                 One Moody Plaza
                                                 Galveston, Texas 77550
 
Brenda T. Koelemay             Vice              Securities Management and
                               President         Research, Inc.
                               and Treasurer     One Moody Plaza
                                                 Galveston, Texas 77550
 
Teresa E. Axelson              Vice              Securities Management and
                               President         Research, Inc.
                               and Secretary     One Moody Plaza
                                                 Galveston, Texas 77550
     
K. David Wheeler               Vice              Securities Management and
                               President         Research, Inc.
                                                 One Moody Plaza
                                                 Galveston, Texas 77550      

     (c) Not Applicable

Item 30. Location of Accounts and Records.

     All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated
thereunder will be maintained at the offices of American National Insurance
Company, One Moody Plaza, Galveston, Texas 77550.

Item 31. Management Services.

     Not Applicable

Item 32. Undertakings.

                                       x
<PAGE>
 
     (a) Registrant undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than 16 months
old for so long as payments under the variable annuity contracts may be
accepted.

     (b) Registrant undertakes to include as part of any application to purchase
a contract offered by the prospectus, a space that an applicant can check to
request a Statement of Additional Information.

     (c) Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request.

     (d) The Registrant hereby represents that it is relying upon a No Action
Letter issued to the American Council of Life Insurance dated November 28, 1988
(Commission ref. IP-6-88) and that the following provisions have been complied
with:

          (i)    Include appropriate disclosure regarding the redemption
                 restrictions imposed by Section 403 (b) (11) in each
                 registration statement, including the prospectus, used in
                 connection with the offer of the contract;

          (ii)   Include appropriate disclosure regarding the redemption
                 restrictions imposed by Section 403 (b) (11) in any sales
                 literature used in connection with the offer of the contract;

          (iii)  Instruct sales representatives who solicit participants to
                 purchase the contract specifically to bring the redemption
                 restrictions imposed by Section 403(b) (11) to the attention of
                 the potential participants;

          (iv)   Obtain from each plan participant who purchases a Section 403
                 (b) annuity contract, prior to or at the time of such purchase,
                 a signed statement acknowledging the participant's
                 understanding of (1) the restrictions on redemption imposed by
                 Section 

                                       xi
<PAGE>
 
                 403 (b) (11), and (2) other investment alternatives available
                 under the employer's Section 403 (b) arrangement to which the
                 participant may elect to transfer his contract value.

     (e)  American National Insurance Company represents that the fees and 
charges deducted under the contracts described in this registration statement 
are, in the aggregate, reasonable in relation to the services rendered, the 
expenses expected to be incurred, and the risks assumed by American National 
Insurance Company.

                                      xii
<PAGE>
 
                                  SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485 for effectiveness of this Registration Statement and has caused this
Post-Effective Amendment No. 7 to the Registration Statement to be signed on its
behalf, in the City of Galveston, and the State of Texas on the 24th day of
April, 1997.      

                         AMERICAN NATIONAL VARIABLE ANNUITY             
                         SEPARATE ACCOUNT
                                 (Registrant)

                         By:  AMERICAN NATIONAL INSURANCE COMPANY

                         By:    Robert L. Moody
                              ------------------------------
                         Robert L. Moody, Chairman of the
                          Board, President and Chief Executive Officer


                         AMERICAN NATIONAL INSURANCE COMPANY
                                 (Sponsor)


                         By:    Robert L. Moody
                              ------------------------------
                         Robert L. Moody, Chairman of the
                          Board, President and Chief Executive Officer

ATTEST:


   Vincent E. Soler, Jr.
- ----------------------------------
Vincent E. Soler, Jr., Vice
President, Secretary and Treasurer
    
  As required by the Securities Act of 1933, this Post-Effective Amendment No. 7
to the Registration Statement has been signed by the following persons in their
capacities and on the dates indicated:      

Signature                                 Title                Date
- ---------                                 -----                ----


Michael W. McCroskey       Executive Vice President -         April 24, 1997
- ------------------------   Investments (Principal Financial
Michael W. McCroskey       Officer)

                                      xiii
<PAGE>
 
/s/ Stephen E. Pavlicek    Senior Vice President and Controller   April 24, 1997
- -------------------------  (Principal Accounting 
Stephen E. Pavlicek         Officer)

                                      xiv
<PAGE>
 
Signature                        Title                         Date
- ---------                        -----                         ----


/s/ Robert L. Moody        Chairman of the Board,             April 24, 1997
- -------------------------  Director, President and Chief       
Robert L. Moody            Executive Officer

/s/ Irwin M. Herz, Jr.     Director                           April 24, 1997
- -------------------------                                    
Irwin M. Herz, Jr.


/s/ Eugene Lucas           Director                           April 24, 1997
- -------------------------
R. Eugene Lucas


/s/ Harold C. MacDonald    Director                           April 24, 1997
- -------------------------
Harold C. MacDonald


/s/ E. Douglas McLeod      Director                           April 24, 1997
- -------------------------
E. Douglas McLeod


                           Director                           ______
- -------------------------
Frances Anne Moody


                           Director                           ______
- -------------------------
Russell S. Moody


 /s/ W.L. Moody IV         Director                           April 24, 1997
- -------------------------
W. L. Moody IV


/s/ Joe Max Taylor         Director                           April 24, 1997
- -------------------------
Joe Max Taylor

                                       xv

<PAGE>
 
                                                                   Exhibit 99.B9
                                  Law Offices
                          Greer, Herz & Adams, L.L.P.

                   a registered limited liability partnership
                      including professional corporations

                                One Moody Plaza
                             Galveston, Texas 77550

                            Galveston (409) 765-5525
                             Houston (713) 480-5278
                           Telecopier (409) 766-6424

                               April 24, 1997      

Securities and Exchange Commission
450 Fifth Street, N.W.
Judicial Plaza
Washington, D.C.  20549

    
  RE:       American National Variable Annuity Separate Account ("Separate
            Account") Post-Effective Amendment No. 7 to Form N-4; Opinion and
            Consent of Counsel      
- --------------------------------------------------------------------------------

Gentlemen:

  We are counsel to American National Insurance Company ("ANICO"), the depositor
of the Separate Account.  As such, we participated in the formation of the
Separate Account and the registration of such separate account with the
Securities and Exchange Commission.  Accordingly, we are familiar with the
corporate records, certificates, and consents of officers of ANICO as we have
deemed necessary or appropriate for the purpose of this opinion.

  Based upon the foregoing, and our consideration of such other matters of fact
and questions of law as we have deemed necessary and proper in the
circumstances, we are of the opinion that:

  1. ANICO is a duly organized and existing corporation under the laws of the
State of Texas and that its principal business is to be an insurer.
<PAGE>
 
  2. The Separate Account is a duly organized and existing separate account of
ANICO under the laws of the State of Texas and is registered as a unit
investment trust under the Investment Company Act of 1940.

  3. The Variable Annuity Contracts registered by this Registration Statement
under the Securities Act of 1933 and the Investment Company Act of 1940 (File
No. 33-60442) will, upon issuance thereof, be validly authorized and issued.
    
  We hereby consent to the use of our opinion of counsel in the Post-Effective
Amendment No. 7 to Form N-4 Registration Statement (File No. 33-60442) filed on
behalf of the Separate Account.  We further consent to the statements made
regarding us and to the use of our name under the caption "Legal Matters" in the
prospectuses constituting a part of such Post-Effective Amendment No. 7 to such
Registration Statement.      


                                             Yours very truly,

                                             GREER, HERZ & ADAMS, L.L.P.


                                             Jerry L. Adams
                                             ------------------------------
                                             Jerry L. Adams


JLA/cfk

<PAGE>
 
                                                                  Exhibit 99.B10

                         Independent Auditors' Consent

The Board of Directors
American National Insurance Company

  We consent to the use of our reports included herein and to the reference to
our firm in the prospectuses and in the statement of additional information.

                                     ARTHUR ANDERSEN LLP



                                     ARTHUR ANDERSEN LLP
                                     ------------------------------

    
Houston, Texas
April 24, 1997      

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AMERICAN
NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<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>                            8,476
<INVESTMENTS-AT-VALUE>                           9,226
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   9,226
<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>                                     9,226
<DIVIDEND-INCOME>                                  120
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                     147
<EXPENSES-NET>                                     106
<NET-INVESTMENT-INCOME>                            161
<REALIZED-GAINS-CURRENT>                           167
<APPREC-INCREASE-CURRENT>                          571
<NET-CHANGE-FROM-OPS>                              899
<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>                           6,221
<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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