AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
497, 1997-04-28
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<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
<PAGE>
 
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      


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