[DESCRIPTION] LEGAL OPINION
February 26, 1997
VIA ELECTRONIC SUBMISSION AND
VIA OVERNIGHT COURIER
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American National Variable Annuity Separate Account;
Registration No. 33-60442; Rule 24f-2 Notice
Gentlemen/Ladies:
Referring to the 10,025,910 units of American National Variable
Annuity Separate Account (the "Registrant") sold during its fiscal
year ended December 31, 1996, in reliance upon registration of an
indefinite number of shares pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, in connection with
which the Registrant is filing its Rule 24f-2 Notice, we are of the
opinion that:
1) American National Insurance Company ("American
National"), the depositor of the Registrant, is a duly
organized and existing corporation under the insurance
laws of the State of Texas and that its principal
business is to be an insurer.
2) The Registrant is a duly organized and existing separate
account of American National under the laws of the State
of Texas and is registered as a unit investment trust
under the Investment Company Act of 1940.
3) The Variable Annuity Contracts sold in reliance upon the
registration of an indefinite number of shares pursuant
to Rule 24f-2 have been duly and legally authorized and
are validly issued, fully paid and non-assessable.
Yours Very Truly,
GREER, HERZ AND ADAMS, L.L.P.
Jerry L. Adams
