Agl Separate Account D – ‘POS AMI’ on 11/20/97

As of:  Thursday, 11/20/97   ·   Accession #:  904456-97-196   ·   File #:  811-02441

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Post-Effective Amendment
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Document/Exhibit                   Description                      Pages   Size 

 1: POS AMI     Post-Effective Amendment                              72    323K 
 2: EX-4        Instrument Defining the Rights of Security Holders    25    108K 
 3: EX-5        Opinion re: Legality                                   4±    18K 

POS AMI   —   Post-Effective Amendment
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                                           Registration Nos. 333-40637
                                                            811-2441

As filed with the Commission on November 20, 1997 

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

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

FORM N-4  

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

and/or  

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

AMERICAN GENERAL LIFE INSURANCE COMPANY 
SEPARATE ACCOUNT D  

(Exact Name of Registrant)  

AMERICAN GENERAL LIFE INSURANCE COMPANY 

(Name of Depositor) 

2727-A Allen Parkway  
Houston, Texas 77019-2191 
(Address of Depositor's Principal Executive Officers) (Zip Code)  
(713) 831-3632  
(Depositor's Telephone Number, including Area Code) 

Steven A. Glover, Esq.  
Associate General Counsel and Assistant Secretary 
American General Life Insurance Company 
2727-A Allen Parkway, Houston, Texas 77019  
(Name and Address of Agent for Service) 

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

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

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

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

Cross Reference Sheet 

                                                        [Enlarge/Download Table]
                           Pursuant to Rule 495(a)                                                    
                      Under the Securities Act of 1933                                                

                                   PART A                                                             
               Showing Location of Information in Prospectuses                                        


Form N-4                                                                                              
Item No.                                                    Prospectus Caption                        
---------                                                   -------------------                       
                                                                                                      
1.   Cover Page. . . . . . . . . . . . . . . . . . . . . .  Cover Page                                

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

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

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

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

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

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

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                                    PART A                                                           


 Form N-4                                                                                            
 Item No.                                                   Prospectus Caption                       
 ---------                                                  -------------------                      
                                                                                                     
 8.   Annuity Period. . . . . . . . . . . . . . . . . . . . Annuity Period and Annuity Payment Op-   
                                                            tions                                    

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

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

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

12.   Taxes . . . . . . . . . . . . . . . . . . . . . . . . Federal Income Tax Matters; Limitations  
                                                            Imposed by Retirement Plans and Employers

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

14.   Table of Contents of Statement                                                                 
      of Additional Information . . . . . . . . . . . . . . Contents of Statement of Additional In-  
                                                            formation                                

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                                    PART B                                                                

    Showing Location of Information in Statement of Additional Information                                


                                                             Caption in                                   
 Form N-4                                                    Statement of                                 
 Item No.                                                    Additional Information                       
 ---------                                                   -------------------                          
                                                                                                          
15.   Cover Page. . . . . . . . . . . . . . . . . . . . . .  Cover Page                                   

16.   Table of Contents . . . . . . . . . . . . . . . . . .  Cover Page                                   

17.   General Information and                                                                             
      History . . . . . . . . . . . . . . . . . . . . . . .  General Information; Regulation and Reserves 

18.   Services. . . . . . . . . . . . . . . . . . . . . . .  Independent Auditors; Services               

19.   Purchase of Securities                                                                              
      Being Offered . . . . . . . . . . . . . . . . . . . .  Not Applicable*                              

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

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

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

23.   Financial Statements. . . . . . . . . . . . . . . . .  Financial Statements                         
<FN>                                                                                                      
      *     All required information is included in Prospectus.                                           
</FN>                                                                                                     

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PART C  

Information  required  to be  set  forth  in  Part C is set  forth  under  the  
appropriate item, so numbered, in Part C                                        
of the Registration Statement.                                                  

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                                                                      [DATE]

AMERICAN GENERAL LIFE INSURANCE COMPANY 

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

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

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

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

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

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

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

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

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

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

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

                                                                [Download Table]
                         MUTUAL FUND SERIES                            


AMERICAN GENERAL SERIES     HOTCHKIS AND WILEY  LEVCO SERIES TRUST     
PORTFOLIO COMPANY           VARIABLE TRUST      ------------------     
-----------------------     ------------------                         
                                                                       
                                                LEVCO Equity Value Fund
Money Market Fund           Equity Income VIP                          
                             Portfolio                                 
                            Low Duration VIP                           
                             Portfolio                                 

                                                                [Download Table]

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

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

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

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

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

                                                        [Enlarge/Download Table]

INVESTMENT SERIES                         TOTAL     TOTAL ANNUAL  TOTAL   |  EXAMPLES          
                                          ANNUAL    PORTFOLIO     ANNUAL  |  Total Annual      
                                          CONTRACT  CHARGES       CHARGES |  Charges at End of:
                                          CHARGES                         |  (1)          (2)  
                                                                          |  1 Year    10 Years
                                                                                               
Equity Income VIP                         0.66%                           |                    
LEVCO Equity Value                        0.66%                           |                    
Low Duration VIP                          0.66%                           |                    
Navellier Growth                          0.66%      1.35%        2.01%   |                    
OFFITBANK VIF-Emerging Markets            0.66%                           |                    
OFFITBANK VIF-High Yield                  0.66%                           |                    
OFFITBANK VIF-Total Return                0.66%                           |                    
OFFITBANK VIF-U.S. Government Securities  0.66%                           |                    
Royce Premier                             0.66%      1.35%        2.01%   |                    
Royce Total Return                        0.66%      1.35%        2.01%   |                    
Wright Selected Blue Chip                 0.66%      1.27%        1.93%   |                    
Wright International Blue Chip            0.66%      2.31%        2.97%   |                    
Money Market                              0.66%                           |                    

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

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

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

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

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

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                                           CALENDAR YEAR                                          

DIVISION                     1996   1995   1994   1993   1992   1991   1990   1989   1988   1987  
--------------------------------------------------------------------------------------------------
                                                                                                  


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

10. OTHER INFORMATION.                                                          

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

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

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

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

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

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

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

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

You may use AGL's Separate  Account D for a variable  investment  return under  
the Contracts based on one or more of the following  mutual fund series of the  
following investment companies:                                                 

                                                                [Download Table]
                         MUTUAL FUND SERIES                            


AMERICAN GENERAL SERIES     HOTCHKIS AND WILEY  LEVCO SERIES TRUST     
PORTFOLIO COMPANY           VARIABLE TRUST      ------------------     
-----------------------     ------------------                         
                                                                       
                                                LEVCO Equity Value Fund
Money Market Fund           Equity Income VIP                          
                             Portfolio                                 
                            Low Duration VIP                           
                             Portfolio                                 

                                                                [Download Table]

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

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

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

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77019-2191.  The mailing address and telephone numbers are set forth above.     

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

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

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

PROSPECTUS DATED ___________________  

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                                                                [Download Table]
                                   CONTENTS                                   

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

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

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GLOSSARY  

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

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

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

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

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

AGE.  Age last birthday unless otherwise stated.                                

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

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

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

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

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

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

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

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

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

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CONTRACT.  An individual annuity Contract offered by this Prospectus.           

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

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

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

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

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

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

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

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

HOME OFFICE. Our office at the following addresses and phone numbers: American  
General Life Insurance  Company,  Annuity  Administration  Department,  2727-A  
Allen Parkway,  Houston,  Texas  77019-2191;  mailing address - P.O. Box 1401,  
Houston, Texas 77251-1401; 1-800-813-5065 or 713-831-3505.                      

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

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

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

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

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

SERIES.  An  individual  portfolio  or fund of a  mutual  fund  available  for  
investment  under the Contracts.  Currently,  the series  available  under the  
Contracts are part of the American General Series Portfolio Company,  Hotchkis  
and Wiley Variable Trust, , LEVCO Series Trust,  Navellier  Variable Insurance  
Series Fund,  Inc.,  OFFITBANK  Variable  Insurance Fund,  Inc., Royce Capital  
Fund, and Wright Managed Blue Chip Series Trust.                                

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

VALUATION  DATE.  All days on which we are  open  for  business  except,  with  
respect to any Division, days on                                                

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which the related Series does not value its shares.                             

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

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

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

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

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FEE TABLE 

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

                                                                [Download Table]
PARTICIPANT TRANSACTION CHARGES                                                 
                                                                                
        Front-End Sales Charge Imposed on Purchases......................  0%   
        Surrender Charge.................................................  0%   
        Transfer Charge.................................................. $0 (1)

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

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

        Mortality and Expense Risk Charge................................ 0.62% 
        Administrative Expense Charge.................................... 0.04% 
                                                                          ----- 
          Total Separate Account D Annual Expenses....................... 0.66% 
                                                                          ===== 
<FN>                                                                            
(1)  This charge is $25 after the twelfth  transfer  during each Contract Year  
     prior to the Annuity  Commencement  Date.  There is an  exception to this  
     charge. See "Automatic Rebalancing."                                       
</FN>                                                                           

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                                                        [Enlarge/Download Table]
THE SERIES' ANNUAL EXPENSES (1)  (as a percentage of average net  assets)                        


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

<FN>                                                                                             
(1)  The annual  expenses are  estimated  for the current  fiscal year for the                   
     LEVCO Equity Value,  Navellier Growth,  OFFITBANK  VIF-Emerging  Markets,                   
     OFFITBANK VIF-High Yield, OFFITBANK VIF-Total Return,  OFFITBANK VIF-U.S.                   
     Government  Securities,  Royce  Premier  and Royce Total  Return  Series,                   
     because none of the Series has financial  statements covering a period of                   
     at least ten months.                                                                        

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

                                                                [Download Table]

                                Management   Other      Total 
                                  Fees      Expenses  Expenses
                                ----------  --------  --------
                                                              
Equity Income VIP                  ____       ____       ____ 
Low Duration VIP                   ____       ____       ____ 
Wright International Blue Chip     ____       ____       ____ 
Wright Selected Blue Chip          ____       ____       ____ 
Money Market                       ____       ____       ____ 

EXAMPLE (3) Whether  or not  you  surrender  or  annuitize  at the  end of the  
          applicable time period,  a $1,000  investment  would be subject to
      the following expenses, assuming a 5% annual return on assets:

                                                        [Enlarge/Download Table]

If all amounts are invested                 1 YEAR        3 YEARS       5 YEARS  10 YEARS
in one of the following                     ------        -------       -------  --------
Series:                                                                                  
                                                                                         
Equity Income VIP                           _____         _____         _____    _____   
LEVCO Equity Value                          _____         _____         _____    _____   
Low Duration VIP                            _____         _____         _____    _____   
Navellier Growth                            _____         _____         _____    _____   
OFFITBANK VIF-Emerging Markets              _____         _____         _____    _____   

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

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

   THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE
EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Similarly,  
the assumed 5% annual  rate of return is not an  estimate  or a  guarantee  of  
future investment performance.  The Examples are based, with respect to all of  
the Series, on an estimated Average Account Value of $40,000.                   

COMMUNICATION TO US 

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

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

PERFORMANCE INFORMATION 

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

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

   TOTAL  RETURN  AND YIELD  QUOTATIONS.  Average  annual  total  return and
cumulative total return calculations measure the net income of a Division plus  
the effect of any realized or unrealized  appreciation  or depreciation of the  
underlying  investments  in the Division  for the period in question.  Average  
annual total return  figures are  annualized  and,  therefore,  represent  the  
average annual  percentage  change in the value of an investment in a Division  
over the applicable  period.  Cumulative  total return  figures  represent the  
cumulative change in value of an investment in a Division for various periods.  

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   Yield is a measure of the net dividend and interest  income earned over a
specific  one month or 30 day period  (seven  day period for the Money  Market  
Division)   expressed  as  a  percentage  of  the  value  of  the   Division's  
Accumulation  Units.  Yield is an  annualized  figure,  which means that it is  
assumed  that the Division  generates  the same level of net income over a one  
year period which is compounded on a semi-annual  basis.  The effective  yield  
for the Money Market Division is calculated  similarly but includes the effect  
of assumed  compounding.  The Money Market Division's  effective yield will be  
slightly higher than its yield due to this compounding effect.                  

   Average  annual  total  return  figures  include  the  deduction  of  all
recurring  charges  and  fees  applicable  under  the  Contract  to all  Owner  
accounts,   including   the   Mortality   and  Expense  Risk  Charge  and  the  
Administrative Expense Charge.                                                  

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

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

FINANCIAL RATINGS                                                               

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

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

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

The ratings from A. M. Best,  Standard & Poors,  and Duff & Phelps reflect the  
claims paying  ability and  financial  strength of AGL and are not a rating of  
investment  performance that purchasers of insurance products have experienced  
or are likely to experience in the future.                                      

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OTHER INFORMATION                                                               

   In addition,  AGL may include in certain  advertisements  endorsements in
the  form  of a list of  organizations,  individuals  or  other  parties  that  
recommend  the  Company  or the  Contracts.  AGL may  occasionally  include in  
advertisements  comparisons of currently  taxable and tax-deferred  investment  
programs,  based on selected  tax  brackets,  or  discussions  of  alternative  
investment vehicles and general economic conditions.                            

FINANCIAL INFORMATION 

   The  financial  statements of AGL are located in the  Statement.  See the
cover page of the  Prospectus  for  information on how to obtain a copy of the  
Statement.  The  financial  statements  of AGL  should be  considered  only as  
bearing on the ability of AGL to meet its  contractual  obligations  under the  
Contracts;  they do not bear on the investment performance of Separate Account  
D.                                                                              

   Financial  statements of AGL and Separate Account D, including  financial
information  about the  Divisions  which invest in the Series of the Trust are  
included  in  the   Statement.   See  "Contents  of  Statement  of  Additional  
Information."                                                                   

AGL 

   AGL is a stock life  insurance  company  organized  under the laws of the
State of Texas,  which is a  successor  in  interest  to a company  originally  
organized under the laws of the State of Delaware in 1917. AGL is an indirect,  
wholly-owned  subsidiary of American General  Corporation  (formerly  American  
General Insurance Company),  a diversified  financial services holding company  
engaged  primarily  in the  insurance  business.  The  commitments  under  the  
Contracts are AGL's, and American General  Corporation has no legal obligation  
to back those commitments.                                                      

SEPARATE ACCOUNT D  

   Separate  Account D was  originally  established on November 19, 1973 and
consists  of 56  Divisions,  13 of which are  available  under  the  Contracts  
offered by this  Prospectus,  and 43 of which are  available  under  contracts  
funded  through  Separate  Account  D,  but not  offered  by this  Prospectus.  
Separate  Account D is registered with the Securities and Exchange  Commission  
as a unit investment trust under the 1940 Act.                                  

   Each Division of Separate Account D is part of AGL's general business and
the assets of Separate  Account D belong to AGL. Under Texas law and the terms  
of the Contracts, the assets of Separate Account D will not be chargeable with  
liabilities arising out of any other business which AGL may conduct,  but will  
be  held  exclusively  to  meet  AGL's   obligations  under  variable  annuity  
contracts.  Furthermore,  the  income,  gains,  and  losses,  whether  or  not  
realized, from assets allocated to Separate Account D, are, in accordance with  
the Contracts,  credited to or charged  against the Separate  Account  without  
regard to other income, gains, or losses of AGL.                                

THE SERIES  

   The variable  benefits  under the Contracts are funded by 13 Divisions of
the  Separate  Account.  These  Divisions  invest in  shares of one  series of  
American  General Series Portfolio  Company,  two series of Hotchkis and Wiley  
Variable  Trust,  one series of LEVCO  Series  Trust,  one series of Navellier  
Variable Insurance Series                                                       

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Fund, Inc., four series of OFFITBANK Variable Insurance Fund, Inc., two series  
of Royce Capital  Fund,and two series of Wright Managed Blue Chip Series Trust  
(collectively,  the "Underlying  Funds"). The Underlying Funds offer shares of  
these Series, without sales charges, exclusively to insurance company variable  
annuity and variable life insurance  separate accounts and not directly to the  
public.  The  Underlying  Funds offer shares to variable  annuity and variable  
life insurance separate accounts of insurers that are not affiliated with AGL.  

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

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

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

                                                        [Enlarge/Download Table]

              INVESTMENT                                                           INVESTMENT              
               COMPANY                              SERIES                       ADVISOR/MANAGER           
---------------------------------------- ------------------------------ -----------------------------------
                                                                                                           
American General Series Portfolio         o Money Market Fund            Variable Annuity Life Insurance   
Company                                                                   Company                          

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

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

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

Wright Managed Blue Chip Series Trust     o Wright International Blue    Wright Investors Service, Inc.    
                                             Chip Portfolio                                                
                                          o Wright Selected Blue Chip                                      
                                             Portfolio                                                     

                                                        [Enlarge/Download Table]

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

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

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

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

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

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

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

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

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

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

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

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

   Any dividends or capital gain distributions attributable to Contracts are
automatically  reinvested in shares of the Series from which they are received  
at the  Series'  net  asset  value on the date  payable.  Such  dividends  and  
distributions  will have the effect of  reducing  the net asset  value of each  
share of the corresponding Series and increasing,  by an equivalent value, the  
number  of  shares  outstanding  of the  Series.  However,  the  value of your  
interest in the corresponding Division will not change as a result of any such  
dividends and distributions.                                                    

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

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

VOTING PRIVILEGES                                                               

   The Owner prior to the Annuity  Commencement  Date and the  Annuitant  or
other payee during the Annuity Period will be entitled to give us instructions  
as to  how  Series  shares  held  in  the  Divisions  of  Separate  Account  D  
attributable  to their Contract should be voted at meetings of shareholders of  
the Series.  Those persons entitled to give voting instructions and the number  
of votes for  which  they may give  directions  will be  determined  as of the  
record  date for a  meeting.  Separate  Account D will vote all shares of each  
Series that it holds of record in accordance with  instructions  received with  
respect to all AGL annuity contracts participating in that Series.              

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

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

   Series  shares held by insurance  company  separate  accounts  other than
Separate Account D will generally                                               

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be voted  in  accordance  with  instructions  of  participants  in such  other  
separate accounts.                                                              

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

THE FIXED ACCOUNT 

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

   Our obligations  with respect to the Fixed Account are legal  obligations
of AGL and are  supported by our General  Account  assets,  which also support  
obligations  incurred  by us under  other  insurance  and  annuity  contracts.  
Investments  purchased  with amounts  allocated  to the Fixed  Account are the  
property of AGL, and Owners have no legal rights in such investments.           

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

   Account Value that is allocated by the Owner to the Fixed Account earns a
Guaranteed  Interest Rate  commencing with the date of such  allocation.  This  
Guaranteed Interest Rate continues for a number of years selected by the Owner  
from among the Guarantee Periods that we then offer. At the end of a Guarantee  
Period, the Owner's Account Value in that Guarantee Period, including interest  
accrued  thereon,  will be  allocated  to a new  Guarantee  Period of the same  
length  unless AGL has  received a Written  request from the Owner to allocate  
this  amount to a different  Guarantee  Period or Periods or to one or more of  
the Divisions of Separate  Account D. We must receive this Written  request at  
least 15 days prior to or 15 days after the end of the  Guarantee  Period.  If  
the Owner has not  provided  such  Written  request and the renewed  Guarantee  
Period  extends  beyond  the  scheduled  Annuity  Commencement  Date,  we will  
nevertheless  contact the Owner regarding the scheduled  Annuity  Commencement  
Date.  If the Owner elects to annuitize in this  circumstance,  the  Surrender  
Charge may be waived. (See "Annuity Payment Options" and "Surrender  Charge.")  
The first day of the new Guarantee Period (or other  reallocation) will be the  
day after the end of the prior Guarantee  Period.  We will notify the Owner at  
least  30 days  and not more  than 60 days  prior to the end of any  Guarantee  
Period.  If the Owner's Account Value in a Guarantee Period is less than $500,  
we reserve the right to automatically  transfer without charge, the balance to  
the Money Market Division at the end of that Guarantee Period,  unless we have  
received in good order  Written  instructions  to transfer  such  balance to a  
different Division.                                                             

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

   Each  Guarantee  Period has its own Guaranteed  Interest Rate,  which may
differ from those for other Guarantee  Periods.  From time to time we will, at  
our  discretion,  change the  Guaranteed  Interest  Rate for future  Guarantee  
Periods of  various  lengths.  These  changes  will not affect the  Guaranteed  
Interest  Rates being paid on Guarantee  Periods that have already  commenced.  
Each allocation or transfer of an amount to a Guarantee  Period  commences the  
running of a new Guarantee Period with respect to that amount, which will earn  
a                                                                               

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Guaranteed  Interest Rate that will continue  unchanged  until the end of that  
Period.  The  Guaranteed  Interest  Rate will  never be less than the  minimum  
Guaranteed Interest Rate stated in your Contract.  Currently we make available  
a one year Guarantee  Period,  and no others.  However we reserve the right to  
change the Guarantee Periods that we are making available at any time.          

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

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

CONTRACT ISSUANCE AND PURCHASE PAYMENTS 

   The  minimum  initial  purchase  payment  is  $50,000.  The amount of any
subsequent purchase payment allocated to any Division or Guarantee Period must  
be at least  $5,000.  We reserve the right to modify  these  minimums,  in our  
discretion.                                                                     

   An  application  to  purchase a Contract  must be made by signed  Written
application  form  provided by AGL or by such other medium or format as may be  
agreed to by AGL and American General  Securities  Incorporated  ("AGSI").  as  
distributor  of  the  Contracts.   When  a  purchase  payment  accompanies  an  
application to purchase a Contract and the application is properly  completed,  
we will either process the application, credit the purchase payment, and issue  
the Contract or reject the application and return the purchase  payment within  
two Valuation Dates after receipt of the application at our Home Office.        

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

   If the Owner's  Account Value in any Division falls below $500 because of
a partial  withdrawal  from the  Contract,  we reserve the right to  transfer,  
without charge,  the remaining  balance to the Money Market  Division.  If the  
Owner's  Account Value in any Division  falls below $500 because of a transfer  
to another Division or to the Fixed Account,  we reserve the right to transfer  
the remaining  balance in that  Division,  without charge and pro rata, to the  
Division,  Divisions or Fixed  Account to which the  transfer was made.  These  
minimum requirements are waived for transfers under the Automatic  Rebalancing  
program. See "Automatic Rebalancing." If the Owner's total Account Value falls  
below  $10,000,  we may  cancel the  Contract.  Such a  cancellation  would be  
considered a full surrender of the Contract. We will provide you with 60 days'  
advance notice of any such cancellation.                                        

   So long as the Account Value does not fall below  $10,000,  you need make
no further  purchase  payments.  You may,  however,  elect to make  subsequent  
purchase payments at any time prior to the Annuity Commencement Date and while  
the Owner and  Annuitant  are still  living.  Checks for  subsequent  purchase  
payments should be made payable to American General Life Insurance Company and  
forwarded  directly to our Home Office.  We also accept  purchase  payments by  
wire or by exchange from another  insurance  company.  You may obtain  further  
information  about how to make  purchase  payments by either of these  methods  
from your                                                                       

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sales  representative or from us at the addresses and telephone numbers on the  
cover page of this Prospectus.  Purchase payments pursuant to salary reduction  
plans may be made only with our agreement.                                      

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

CANCELLATIONS 

   You may  cancel  your  Contract  by  delivering  it or  mailing it with a
Written cancellation request to our Home Office or to the sales representative  
through  whom it was  purchased,  before the close of business on the 10th day  
after you receive the Contract. (In some cases, the Contract may provide for a  
20 or 30 day, rather than a 10 day period.) If the foregoing items are sent by  
mail,  properly  addressed  and  postage  prepaid,  they  will be deemed to be  
received by us on the date actually received.                                   

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

OWNER ACCOUNT VALUE 

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

VARIABLE ACCOUNT VALUE                                                          

   Your Variable Account Value as of any Valuation Date prior to the Annuity
Commencement  Date is the sum of your Variable Account Values in each Division  
of Separate Account D as of that date. Your Variable Account Value in any such  
Division  is the  product  of the  number of your  Accumulation  Units in that  
Division  multiplied  by the  value of one such  Accumulation  Unit as of that  
Valuation Date. There is no guaranteed  minimum Variable Account Value. To the  
extent that your Account  Value is  allocated to Separate  Account D, you bear  
the entire risk of investment losses.                                           

   Accumulation  Units in a Division  are  credited to you when you allocate
purchase  payments or transferred  amounts to that Division.  Similarly,  such  
Accumulation Units are canceled to the extent you transfer or withdraw amounts  
from a Division or to the extent  necessary to pay certain  charges  under the  
Contract.  The crediting or cancellation of Accumulation Units is based on the  
value of such Accumulation  Units at the end of the Valuation Date as of which  
the related  amounts are being  credited to or charged  against your  Variable  
Account Value, as the case may be.                                              

   The value of an Accumulation Unit for a Division on any Valuation Date is
equal to the previous value of that Division's Accumulation Unit multiplied by  
that Division's net investment  factor for the Valuation Period ending on that  
Valuation Date.                                                                 

   The net  investment  factor for a Division is  determined by dividing (1)
the net asset  value  per share of the  Series  shares  held by the  Division,  
determined  at the end of the  current  Valuation  Period,  plus the per share  
amount of any dividend or capital gains  distribution made with respect to the  
Series shares held by the Division during the current Valuation Period, by (2)  
the net asset  value per share of the Series  shares  held in the  Division as  
determined at the end of the previous  Valuation Period,  and subtracting from  
that  result  a factor  representing  the  mortality  risk,  expense  risk and  
administrative expense charge.                                                  

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FIXED ACCOUNT VALUE                                                             

   Your Fixed Account  Value as of any  Valuation  Date prior to the Annuity
Commencement  Date is the sum of your Fixed  Account  Value in each  Guarantee  
Period as of that date.  Your Fixed Account  Value in any Guarantee  Period is  
equal to the following amounts,  in each case increased by accrued interest at  
the  applicable  Guaranteed  Interest  Rate:  (1) the  amount of net  purchase  
payments,  renewals and transferred  amounts allocated to the Guarantee Period  
less (2) the  amount of any  transfers  or  withdrawals  out of the  Guarantee  
Period, including withdrawals to pay applicable charges.                        

   The Fixed Account Value is  guaranteed by AGL.  Therefore,  AGL bears the
investment risk with respect to amounts allocated to the Fixed Account, except  
to the  extent  that AGL may  vary the  Guaranteed  Interest  Rate for  future  
Guarantee Periods (subject to the minimum  Guaranteed  Interest Rate stated in  
your Contract).                                                                 

TRANSFER, AUTOMATIC REBALANCING, SURRENDER AND PARTIAL  
WITHDRAWAL OF OWNER ACCOUNT VALUE 

TRANSFERS                                                                       

   Commencing  30 days after the  Contract's  date of issue and prior to the
Annuity  Commencement  Date,  you may transfer  your Account Value at any time  
among the available  Divisions of Separate  Account D and  Guarantee  Periods,  
subject to the conditions described below. Such transfers will be effective at  
the end of the Valuation  Period in which we receive your Written or telephone  
transfer request.                                                               

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

   Prior to the  Annuity  Commencement  Date  and  after  the  first 30 days
following  the date the Contract  was issued,  you may make up to 12 transfers  
each Contact Year without charge, but additional  transfers will be subject to  
a $25 charge.  After the  Annuity  Commencement  Date,  you may make up to six  
transfers  each  contract  year.  There will be no charge for such  transfers.  
Also,  no more than 25% of the  Account  Value you  allocated  to a  Guarantee  
Period at its inception may be transferred  during any Contract Year. This 25%  
limitation  does not  apply  to  transfers  in  connection  with an  automatic  
transfer  plan,  also known as dollar cost  averaging,  described  in the next  
paragraph,,  to  transfers  within  15 days  before  or  after  the end of the  
Guarantee  Period in which the  transferred  amounts  were  being held or to a  
renewal at the end of the Guarantee Period to the same Guarantee Period.        

   Subject  to  the  above  general  rules  concerning  transfers,  you  may
establish  an  automatic  transfer  plan,  whereby  amounts are  automatically  
transferred  by us from the Money Market  Division or the  one-year  Guarantee  
Period to one or more other Divisions on a monthly, quarterly,  semi-annual or  
annual  basis.  Transfers  under such  automatic  transfer plan will not count  
towards the 12 free  transfers  each Contract  Year,  and will not incur a $25  
charge.  You may  obtain  additional  information  about how to  establish  an  
automatic  transfer  plan from  your  sales  representative  or from us at the  
telephone numbers and addresses on the front cover of this Prospectus.          

   If the  person  or  persons  that are  entitled  to make  transfers  have
provided a Written request for the Telephone  Transfer  Privilege form that is  
on file with us,  transfers  may be made  pursuant to telephone  instructions,  
subject to the terms of the Telephone  Transfer  Privilege  authorization.  We  
will honor telephone  transfer  instructions  from any person who provides the  
correct  information,  so  there  is  a  risk  of  possible  loss  to  you  if  
unauthorized  persons use this  service in your name.  Currently we attempt to  
limit the availability of telephone transfer instructions only to the Owner of  
the Contract for which instruction is received.  Under the Telephone  Transfer  
Privilege we are not liable for any acts or omissions based upon  instructions  
that we reasonably believe to be genuine, including losses arising from errors  
in the communication of transfer instructions.  We have established procedures  
for accepting telephone transfer instructions, which include                    

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verification  of the Contract  number,  the  identity of the caller,  both the  
Annuitant's and Owner's names, and a form of personal  identification from the  
caller.  We will mail to the Owner a written  confirmation of the transaction.  
If several  persons  seek to effect  telephone  transfers at or about the same  
time, or if our recording equipment malfunctions, it may be impossible for you  
to make a telephone  transfer at the time you wish. If this occurs, you should  
submit a Written  transfer  request.  Also,  if, due to  malfunction  or other  
circumstances,  the recording of your  telephone  request is incomplete or not  
fully  comprehensible,  we will not process the transaction.  The phone number  
for telephone exchanges is 1-800-813-5065.                                      

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

AUTOMATIC REBALANCING                                                           

   Automatic  Rebalancing  within  the  Separate  Account is  available  for
Contracts  with an  Account  Value  of  $25,000  and  larger  at the  time the  
application for Automatic  Rebalancing is received.  Application for Automatic  
Rebalancing can be made either at issue or after issue,  and may  subsequently  
be discontinued.                                                                

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

SURRENDERS AND PARTIAL WITHDRAWALS                                              

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

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

   Your  Written  request  for  a  partial  withdrawal  should  specify  the
Divisions  of  Separate  Account  D, or the  Guarantee  Periods  of the  Fixed  
Account,  from which you wish the partial withdrawal to be made. If you do not  
specify,  or if  the  withdrawal  cannot  be  made  in  accordance  with  your  
specification,  to the extent  necessary the withdrawal will be taken pro-rata  
from the Divisions and Guarantee Periods, based on your Account Value in each.  
Partial withdrawal requests must be for at least $100 or, if less, all of your  
Account  Value.  If your  remaining  Account  Value in a Division or Guarantee  
Period would be less than $500 as a result of the  withdrawal  (except for the  
Money Market Division), we reserve the right to transfer,  without charge, the  
remaining  balance to the Money  Market  Division.  Your request for a partial  
withdrawal  may not be honored  if it would  reduce the  Account  Value  below  
$10,000.  Unless  you  request  otherwise,  upon a  partial  withdrawal,  your  
Accumulation  Units and Fixed Account interests that are cancelled will have a  
total value equal to the amount of the withdrawal request,  plus any Surrender  
Charge,  and premium tax if applicable,  payable upon the partial  withdrawal.  
The amount  payable to you,  therefore,  will be the amount of the  withdrawal  
request.                                                                        

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

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

ANNUITY PERIOD AND ANNUITY PAYMENT OPTIONS  

ANNUITY COMMENCEMENT DATE                                                       

   The Owner may select  the  Annuity  Commencement  Date when  applying  to
purchase a  Contract  and may  change a  previously-selected  date at any time  
prior to the  beginning of an Annuity  Payment  Option by submitting a Written  
request, subject to Company approval. The Annuity Commencement Date may be any  
day of any month between the  Annuitant's  50th and 99th birthday,  inclusive,  
but at least ten years  after  issue  date.  With AGL  approval,  the  Annuity  
Commencement   Date  may  occur  prior  to  the  Annuitant's   50th  birthday.  
(Pennsylvania   has  special   limitations   which  may  require  the  Annuity  
Commencement Date to be as early as age 85 but in no event beyond age 90.) See  
"Federal  Income Tax  Matters" for a  description  of the  penalties  that may  
attach to  distributions  prior to the Annuitant's  attaining age 59 1/2 under  
any Contract or after April 1 of the year following the calendar year in which  
the Annuitant attains age 70 1/2 under Qualified Contracts.                     

APPLICATION OF OWNER ACCOUNT VALUE                                              

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

   We deduct any applicable state and local premium taxes from the amount of
Account Value being applied to an Annuity Payment Option.  Subject to any such  
adjustments,  your Variable and Fixed Account Values are applied to an Annuity  
Payment Option, as discussed below, as of the end of the Valuation Period that  
contains the tenth day prior to the Annuity Commencement Date.                  

FIXED AND VARIABLE ANNUITY PAYMENTS                                             

   The amount of the first monthly Fixed or Variable Annuity Payment will be
at least as favorable as that produced by the annuity  tables set forth in the  
Contract, based on the amount of your Account Value that is applied to provide  
the Fixed or Variable Annuity Payments. Thereafter, the amount of each monthly  
Fixed  Annuity  Payment  is fixed and  specified  by the terms of the  Annuity  
Payment Option selected.                                                        

   The Account Value that is applied to provide Variable Annuity Payments is
converted  to a number of Annuity  Units by  dividing  the amount of the first  
Variable  Annuity  Payment  by the value of an  Annuity  Unit of the  relevant  
Division as of the end of the  Valuation  Period that  includes  the tenth day  
prior  to  the  Annuity  Commencement  Date.  This  number  of  Annuity  Units  
thereafter  remains constant with respect to any Annuitant,  and the amount of  
each subsequent  Variable  Annuity  Payment is determined by multiplying  this  
number by the value of an Annuity Unit as of the end of the  Valuation  Period  
that contains the tenth day prior to the date of                                

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each  payment.  If the  Variable  Annuity  Payments are based on more than one  
Division,  these calculations are performed separately for each Division.  The  
value of an Annuity Unit at the end of a Valuation  Period is the value of the  
Annuity Unit at the end of the previous  Valuation  Period,  multiplied by the  
net investment factor (see "Variable Account Value") for the Valuation Period,  
with an offset  for the 3.5%  assumed  interest  rate  used in the  Contract's  
annuity tables.                                                                 

   As a result of the foregoing  computations,  if the net investment return
for a  Division  for any month is at an annual  rate of more than the  assumed  
interest rate used in the  Contract's  annuity  tables,  any Variable  Annuity  
Payment  based on that  Division  will be greater  than the  Variable  Annuity  
Payment based on that Division for the previous  month.  If the net investment  
return  for a  Division  for any month is at an  annual  rate of less than the  
assumed  interest rate used in the  Contract's  annuity  tables,  any Variable  
Annuity Payment based on that Division will be less than the Variable  Annuity  
Payment based on that Division for the previous month.                          

ANNUITY PAYMENT OPTIONS                                                         

   The  Owner may  elect to have  annuity  payments  made  beginning  on the
Annuity  Commencement  Date  under  any  one of the  Annuity  Payment  Options  
described below. We will notify the Owner 60 to 90 days prior to the scheduled  
Annuity  Commencement  Date that the  Contract  is  scheduled  to mature,  and  
request  that an  Annuity  Payment  Option be  selected.  If the Owner has not  
selected an Annuity Payment Option ten days prior to the Annuity  Commencement  
Date, we will proceed as follows:  (1) if the scheduled  Annuity  Commencement  
Date is any  date  prior to the  Annuitant's  ninety-ninth  birthday,  we will  
extend the Annuity Commencement Date to the Annuitant's ninety-ninth birthday;  
or  (2)  if  the  scheduled  Annuity  Commencement  Date  is  the  Annuitant's  
ninety-ninth  birthday,  the  Account  Value less any  applicable  charges and  
premium  taxes  will  be  paid  in one sum to the  Owner.  This  procedure  is  
different in Pennsylvania  because the Annuity Commencement Date cannot exceed  
age 90.                                                                         

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

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

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

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

   Information  about the  relationship  between the Annuitant's sex and the
amount of annuity payments,  including requirements for gender-neutral annuity  
rates in certain states and in connection with certain employee                 

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benefit plans is set forth under "Gender of Annuitant" in the  Statement.  See  
"Contents of Statement of Additional Information."                              

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

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

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

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

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

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

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

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

   ALTERNATIVE  AMOUNT  UNDER  FIXED LIFE  ANNUITY  OPTIONS - Each  Contract
provides that when Fixed                                                        

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

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

TRANSFERS                                                                       

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

DEATH PROCEEDS  

DEATH PROCEEDS PRIOR TO THE ANNUITY COMMENCEMENT DATE                           

   The death proceeds  described below are payable to the Beneficiary  under
the Contract if, prior to the Annuity  Commencement Date, any of the following  
events  occurs:  (a) the Annuitant  dies and no Contingent  Annuitant has been  
named  under a  Non-Qualified  Contract;  (b) the  Annuitant  dies and we also  
receive  proof of death of any named  Contingent  Annuitant;  or (c) the Owner  
(including  the first to die in the case of joint  Owners) of a  Non-Qualified  
Contract  dies,  regardless  of  whether  said  dec`eased  Owner  was also the  
Annuitant (however, if the Beneficiary is the Owner's surviving spouse, or the  
Owner's surviving spouse is a joint Owner, then the surviving spouse may elect  
to continue the Contract as described in the third paragraph below). The death  
proceeds,  prior to the deceased's 81st birthday and prior to deduction of any  
applicable  state and local  premium  taxes,  will equal the greater of (1) or  
(2), as follows: (1) the sum of all net purchase payments made (gross purchase  
payment  less any  previously-deducted  premium  taxes and all  prior  partial  
withdrawals),  or (2) the Owner's Account Value as of the end of the Valuation  
Period in which we receive, at our Home Office, proof of death and the Written  
request as to the manner of payment (less any  previously  deducted  state and  
local premium taxes).                                                           

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

   If the Owner has not already done so, the Beneficiary may, within 60 days
after the date the death proceeds become  payable,  elect to receive the death  
proceeds  as a lump sum or in the form of one of the Annuity  Payment  Options  
provided in the  Contract.  See  "Annuity  Payment  Options." If we receive no  
request as to the                                                               

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manner of payment, we will make a lump-sum payment, based on values determined  
at that time.                                                                   

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

DEATH PROCEEDS AFTER THE ANNUITY COMMENCEMENT DATE                              

   If the Annuitant dies following the Annuity  Commencement  Date, the only
amounts payable to the Beneficiary or other  properly-designated payee are any  
continuing  payments  provided for under the Annuity Payment Option  selected.  
See "Annuity Payment  Options." Also, any remaining  amounts payable under the  
terms of the Annuity Payment Option must be distributed at least as rapidly as  
under the method of distribution then in effect. If the payee is not a natural  
person,  this  requirement  applies  upon the death of the  primary  Annuitant  
within the meaning of the Code. Under a parallel section of the Code,  similar  
requirements  apply to the retirement plans in connection with which Qualified  
Contracts  are issued.  In such a case,  the payee will have all the remaining  
rights  and  powers  under a  Contract  and be  subject  to all the  terms and  
conditions  thereof.  Also,  if  the  Annuitant  dies  following  the  Annuity  
Commencement  Date, no previously  named  Contingent  Annuitant can become the  
Annuitant.                                                                      

PROOF OF DEATH                                                                  

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

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

CHARGES UNDER THE CONTRACTS 

PREMIUM TAXES                                                                   

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

(1)  from purchase payment(s) when received; or                                 
(2)  from the Owner's Account Value at the time annuity payments begin; or      
(3)  from the amount of any partial withdrawal; or                              
(4)  from  proceeds  payable  upon  termination  of the Contract for any other  
   reason,  including  death of the Annuitant or Owner,  or surrender of the
Contract.                                                             

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

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

TRANSFER CHARGES                                                                

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

CHARGE TO SEPARATE ACCOUNT D                                                    

   To  compensate  us for  assuming  mortality  and expense  risks under the
Contracts,  Separate Account D will incur a daily charge at an annualized rate  
of 0.66%  (which we may  change,  but which  will never  exceed  0.66%) of the  
average  daily net asset  value of  Separate  Account  D  attributable  to the  
Contracts.  Of this amount, 0.04% is for administrative  expenses and 0.62% is  
for the assumption of mortality and expense risks.  We do not expect to earn a  
profit on that portion of the charge which is for Administrative Expenses (the  
"Administrative Expense Charge"), but we do expect to derive a profit from the  
portion which is for the assumption of mortality and expense  risks.  There is  
no necessary relationship between the amount of administrative charges imposed  
on a given Contract and the amount of expenses  actually  attributable to that  
Contract.                                                                       

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

MISCELLANEOUS                                                                   

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

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

ONE-TIME REINSTATEMENT PRIVILEGE                                                

   If the Account Value is at least $5,000,  the Owner may elect to reinvest
all of the proceeds that were  previously  liquidated from the Contract within  
the past 30 days. The funds will be reinvested at the value next following the  
date of receipt of the reinstated Account Value. Unless you request otherwise,  
the  reinstated  Account  Value  will be  allocated  among the  Divisions  and  
Guarantee Periods in the same proportions as the prior                          

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

REDUCTION IN ADMINISTRATIVE EXPENSE CHARGES                                     

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

OTHER ASPECTS OF THE CONTRACTS  

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

OWNERS, ANNUITANTS, AND BENEFICIARIES; ASSIGNMENTS                              

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

   The  Beneficiary  and any  Contingent  Beneficiary  are  designated  when
applying to purchase a Contract.  A Beneficiary or Contingent  Beneficiary may  
be changed by the Owner  prior to the  Annuity  Commencement  Date,  while the  
Annuitant is still alive, and by the payee following the Annuity  Commencement  
Date.  Any  designation  of a new  Beneficiary  or Contingent  Beneficiary  is  
effective as of the date it is signed but will not affect any payments we make  
or action we take  before  receiving  the  Written  request.  We also need the  
Written consent of any irrevocably-named Beneficiary or Contingent Beneficiary  
before making a change. Under certain retirement programs, spousal consent may  
be  required  to name a  Beneficiary  other  than the  spouse  or to  change a  
Beneficiary to a person other than the spouse.  We are not responsible for the  
validity of any designation of a Beneficiary or Contingent Beneficiary.         

   If no named  Beneficiary or Contingent  Beneficiary is living at the time
any payment is to be made, the Owner will be the Beneficiary,  or if the Owner  
is not then living, the Owner's estate will be the Beneficiary.                 

   Rights under a Qualified  Contract may be assigned only in certain narrow
circumstances  referred to therein.  Owners and other  payees may assign their  
rights under  Non-Qualified  Contracts,  including their ownership  rights. We  
take no  responsibility  for the  validity  of any  assignment.  A  change  in  
ownership  rights  must be made in Writing and a copy must be sent to our Home  
Office. The change will be effective on the date it was made,  although we are  
not bound by a change until the date we record it. The rights under a Contract  
are subject to any  assignment of record at our Home Office.  An assignment or  
pledge of a Contract may have adverse tax  consequences.  See "Federal  Income  
Tax Matters."                                                                   

REPORTS                                                                         

   We will mail to Owners  (or  persons  receiving  payments  following  the
Annuity Commencement Date), at their last known address of record, any reports  
and  communications  required  by  applicable  law or  regulation.  You should  
therefore give us prompt written notice of any address change.                  

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RIGHTS RESERVED BY US                                                           

   Upon notice to the Owner, a Contract may be modified by us, to the extent
necessary  in order to (1) operate  Separate  Account D in any form  permitted  
under the 1940 Act or in any other form  permitted  by law;  (2)  transfer any  
assets  in any  Division  to  another  Division,  or to one or  more  separate  
accounts,  or the Fixed  Account;  (3) add,  combine  or remove  Divisions  in  
Separate  Account D, or combine the Separate  Account  with  another  separate  
account;  (4) add,  restrict or remove Guarantee Periods of the Fixed Account;  
(5) make any new Division  available to you on a basis to be determined by us;  
(6)substitute,  for the  shares  held in any  Division,  the shares of another  
Series or the shares of  another  investment  company or any other  investment  
permitted  by law;  (7) make any changes  required by the Code or by any other  
applicable law, regulation or interpretation in order to continue treatment of  
the Contract as an annuity; (8) commence deducting premium taxes or adjust the  
amount of premium taxes deducted in accordance with  applicable  state law; or  
(9) make any changes  required  to comply  with the rules of any Series.  When  
required by law, we will obtain your  approval of changes and the  approval of  
any appropriate regulatory authority.                                           

PAYMENT AND DEFERMENT                                                           

   Amounts  surrendered  or withdrawn  from a Contract will normally be paid
within seven  calendar days after the end of the Valuation  Period in which we  
receive the Written surrender or withdrawal request in good order. In the case  
of payment of death proceeds, if we do not receive a Written request as to the  
manner of payment within 60 days after the death proceeds become payable,  any  
death  benefit  proceeds  will be paid as a lump sum,  normally  within  seven  
calendar days after the end of the Valuation Period that contains the last day  
of said 60 day period.  We reserve  the right,  however,  to defer  payment or  
transfers of amounts out of the Fixed  Account for up to six months.  Also, we  
reserve the right to defer  payment of that portion of your Account Value that  
is attributable to a purchase payment made by check for a reasonable period of  
time (not to exceed 15 days) to allow the check to clear the banking system.    

   Finally,  we  reserve  the right to defer  payment of any  surrender  and
annuity  payment  amounts  or death  benefit  amounts  of any  portion  of the  
Variable Account Value if (a) the New York Stock Exchange is closed other than  
customary  weekend  and  holiday  closings,  or  trading on the New York Stock  
Exchange is restricted; (b) an emergency exists, as a result of which disposal  
of  securities  is  not  reasonably   practicable  or  it  is  not  reasonably  
practicable  to  fairly  determine  the  Variable  Account  Value;  or (c) the  
Securities  and  Exchange  Commission  by  order  permits  the  delay  for the  
protection  of Owners.  Transfers and  allocations  of Account Value among the  
Divisions   and  the  Fixed   Account  may  also  be  postponed   under  these  
circumstances.                                                                  

FEDERAL INCOME TAX MATTERS  

GENERAL                                                                         

   It is  not  possible  to  comment  on  all  of  the  federal  income  tax
consequences associated with the Contracts.  Federal income tax law is complex  
and its  application  to a  particular  person  may  vary  according  to facts  
peculiar to such person. Consequently,  this discussion is not intended as tax  
advice,  and you should consult with a competent tax adviser before purchasing  
a Contract.                                                                     

   The  discussion  is  based on the law,  regulations  and  interpretations
existing  on the date of this  Prospectus.  These  authorities,  however,  are  
subject to change by Congress, the Treasury Department and judicial decisions.  

   The discussion  does not address state or local tax, estate and gift tax,
or social security tax consequences associated with the Contracts.              

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

LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS                           

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

NON-QUALIFIED CONTRACTS                                                         

   PURCHASE  PAYMENTS.  Purchasers  of a Contract  that does not qualify for
special tax  treatment  and is therefore  "Non-Qualified"  may not deduct from  
their gross income the amount of purchase payments made.                        

   TAX DEFERRAL PRIOR TO ANNUITY  COMMENCEMENT  DATE. Owners who are natural
persons are not taxed  currently on increases in their Account Value resulting  
from  interest  earned in the Fixed  Account  or, if  certain  diversification  
requirements  are met, the investment  experience of Separate  Account D. This  
treatment  applies to Separate Account D only if it invests in Series that are  
"adequately  diversified" in accordance with Treasury Department  regulations.  
Although we do not control the Series,  the investment  advisers to the Series  
have  undertaken to use their best efforts to operate the Series in compliance  
with these diversification requirements. A Contract investing in a Series that  
failed  to meet the  diversification  requirements  would  subject  Owners  to  
current taxation of income in the Contract that has not previously been taxed.  
Income means the excess of the Account  Value over the Owner's  investment  in  
the Contract (discussed below).                                                 

   Current  regulations do not provide  guidance as to any  circumstances in
which   control  over   allocation  of  values  among   different   investment  
alternatives  may cause  Owners or persons  receiving  annuity  payments to be  
treated  as the  owners of  Separate  Account D assets  for tax  purposes.  We  
reserve the right to amend the  Contracts  in any way  necessary  to avoid any  
such  result.  The  Treasury  Department  has  stated  that  it may  establish  
standards in this regard through  regulations  or rulings.  Such standards may  
apply only prospectively, although retroactive application is possible if such  
standards are considered not to embody a new position.                          

   Owners  that  are  not  natural  persons  --  that  is,  Owners  such  as
corporations -- are taxed currently on annual increases in their Account Value  
unless an exception applies.  Exceptions exist for, among other things, Owners  
that are not  natural  persons  but that hold the  Contract  as an agent for a  
natural person.                                                                 

   TAXATION OF ANNUITY  PAYMENTS.  Each annuity  payment  received after the
Annuity Commencement Date is excludible from gross income in part. In the case  
of Fixed Annuity Payments, the excludible portion is determined by multiplying  
the amount  paid by the ratio of the  investment  in the  Contract  (discussed  
below) to the expected return under the fixed Annuity  Payment Option.  In the  
case of Variable  Annuity  Payments,  the excludible  portion is determined by  
multiplying  the amount paid by the ratio of the investment in the Contract to  
the number of expected payments.  In both cases, the remaining portion of each  
annuity  payment,  and all payments made after the  investment in the Contract  
has been reduced to zero, are included in the payee's  income.  Should annuity  
payments cease on account of the death of the Annuitant  before the investment  
in the Contract                                                                 

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has been fully recovered, the payee is allowed a deduction for the unrecovered  
amount. If the payee is the Annuitant, the deduction is taken on the final tax  
return.  If the payee is a  Beneficiary,  that  Beneficiary  may  recover  the  
balance of the total  investment as payments are made or on the  Beneficiary's  
final tax return. An Owner's  "investment in the Contract" is the amount equal  
to the  portions of purchase  payments  made by or on behalf of the Owner that  
have not been excluded or deducted from the  individual's  gross income,  less  
amounts  previously  received  under the  Contract  that were not  included in  
income.                                                                         

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

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

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

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

INDIVIDUAL RETIREMENT ANNUITIES ("IRAS")                                        

   TAX FREE ROLLOVERS.  Subject to the $50,000 per Contract  minimum initial
purchase payment (see "Contract Issuance and Purchase Payments"),  amounts may  
be transferred in a tax-free rollover from a tax-qualified plan to an IRA (and  
from one IRA to  another  IRA) if  certain  conditions  are met.  All  taxable  
distributions ("eligible rollover distributions") from tax qualified plans are  
eligible to be rolled over with the  exception  of (1)  annuities  paid over a  
life or life  expectancy,  (2) installments for a period of ten years or more,  
and (3) required minimum distributions under section 401(a)(9) of the Code.     

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

   DISTRIBUTIONS  FROM AN IRA.  Amounts  received  under  an IRA as  annuity
payments,  upon partial withdrawal or total surrender,  or on the death of the  
Annuitant,  are included in the Annuitant's or other  recipient's  income.  If  
nondeductible  purchase  payments  have been made,  a pro rata portion of such  
distributions  may not be included in income.  A 10% penalty tax is imposed on  
the amount includible in gross income from distributions that occur before the  
Annuitant attains age 59 1/2 and that are not made on account of death or       

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disability,  with certain  exceptions,  including  distributions for qualified  
first-time   home   purchases  for  the   individual,   a  spouse,   children,  
grandchildren  or  ancestor,  subject  to  a  $10,000  lifetime  maximum,  and  
distributions  for higher  education  expenses for the  individual,  a spouse,  
children,  or grandchildren.  These exceptions include  distributions that are  
part of a series of substantially  equal periodic  payments made over the life  
(or life  expectancy)  of the  Annuitant  or the joint  lives  (or joint  life  
expectancies) of the Annuitant and the  Beneficiary.  Distributions of minimum  
amounts  specified by the Code must  commence by April 1 of the calendar  year  
following  the  calendar  year in  which  the  Annuitant  attains  age 70 1/2.  
Additional  distribution  rules apply after the death of the Annuitant.  These  
rules are similar to those  governing  distributions  on the death of an Owner  
(or other payee during the Annuity Period) under a Non-Qualified Contract. See  
"Death Proceeds."  Failure to comply with the minimum  distribution rules will  
result in the  imposition  of a penalty  tax of 50% of the amount by which the  
minimum distribution required exceeds the actual distribution.                  

ROTH IRAS                                                                       

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

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

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

SIMPLIFIED EMPLOYEE PENSION PLANS                                               

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

SIMPLE RETIREMENT ACCOUNTS                                                      

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

OTHER QUALIFIED PLANS                                                           

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

   DISTRIBUTIONS PRIOR TO THE ANNUITY  COMMENCEMENT DATE. To the extent that
purchase payments are includible in an employee's  taxable income,  they (less  
any amounts previously received that were not includible                        

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

   A 10% penalty  tax is imposed on the amount  includible  in gross  income
from distributions  that occur before the employee's  attaining age 59 1/2 and  
that are not made on account of death or disability,  with certain exceptions.  
These  exceptions  include  distributions  that are (1)  part of a  series  of  
substantially  equal periodic payments  beginning after the employee separates  
from  service and made over the life (or life  expectancy)  of the employee or  
the  joint  lives  (or  joint  life  expectancies)  of the  employee  and  the  
Beneficiary,  (2) made after the employee's separation from service on account  
of early  retirement after attaining age 55, or (3) made to an alternate payee  
pursuant to a qualified domestic relations order.                               

   ANNUITY PAYMENTS.  A portion of annuity payments received under Contracts
in connection with section 401 and 403(a) plans after the Annuity Commencement  
Date may be excludible  from the employee's  income,  in the manner  discussed  
above,  in connection with Variable  Annuity  Payments,  under  "Non-Qualified  
Contracts - Taxation of Annuity  Payments," except that the number of expected  
payments is determined under a provision in the Code. Distributions of minimum  
amounts  specified  by the  Code  generally  must  commence  by April 1 of the  
calendar year following the calendar year in which the employee attains age 70  
1/2 or retires,  if later.  Failure to comply  with the  minimum  distribution  
rules will result in the  imposition  of a penalty tax of 50% of the amount by  
which the minimum distribution required exceeds the actual distribution.        

   SELF-EMPLOYED  INDIVIDUALS.  Various special rules apply to tax-qualified
plans established by self- employed individuals.                                

PRIVATE EMPLOYER UNFUNDED DEFERRED COMPENSATION PLANS                           

   PURCHASE  PAYMENTS.  Private  taxable  employers may establish  unfunded,
Non-Qualified  deferred compensation plans for a select group of management or  
highly compensated employees and/or for independent contractors.                

   These types of programs allow  individuals to defer receipt of up to 100%
of compensation  that would otherwise be includible in income and therefore to  
defer the payment of federal income taxes on such amounts, as well as earnings  
thereon. Purchase payments made by the employer,  however, are not immediately  
deductible  by the  employer,  and the  employer  is  currently  taxed  on any  
increase in Account Value.                                                      

   Deferred  compensation plans represent a contractual  promise on the part
of the employer to pay current  compensation at some future time. The Contract  
is owned by the  employer  and is  subject  to the  claims  of the  employer's  
creditors.  The  individual  has no right or interest in the  Contract  and is  
entitled only to payment from the employer's general assets in accordance with  
plan provisions.                                                                

   TAXATION  OF  DISTRIBUTIONS.  Amounts  received by an  individual  from a
private employer deferred compensation plan are includible in gross income for  
the taxable year in which such amounts are paid or otherwise made available.    

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EXCESS DISTRIBUTIONS - 15% TAX                                                  

   Certain  persons,  particularly  those who  participate  in more than one
Qualified  plan,  may be subject to an additional tax of 15% on certain excess  
aggregate distributions from those plans. In general, excess distributions are  
taxable  distributions for all Qualified plans in excess of a specified annual  
limit for payments made in the form of an annuity (currently $160,000) or five  
times the  annual  limit for  lump-sum  distributions.  This tax is waived for  
distributions in tax years 1997 through 1999.                                   

FEDERAL INCOME TAX WITHHOLDING AND REPORTING                                    

   Amounts distributed from a Contract,  to the extent includible in taxable
income, are subject to federal income tax withholding. The payee may, however,  
elect to have no income tax  withheld by  submitting a  withholding  exemption  
certificate to us.                                                              

   In some cases, if you own more than one Qualified annuity contract,  such
contracts may be aggregated  for purposes of  determining  whether the federal  
tax law requirement for minimum  distributions after age 70 1/2, or retirement  
in appropriate  circumstances,  has been satisfied. If, under this aggregation  
procedure,  you are  relying on  distributions  pursuant  to  another  annuity  
contract  to satisfy the minimum  distribution  requirement  under a Qualified  
Contract issued by us, you must sign a waiver  releasing us from any liability  
to you for not  calculating  and  reporting  the amount of taxes and penalties  
payable for failure to make required minimum distributions under the Contract.  

TAXES PAYABLE BY AGL AND SEPARATE ACCOUNT D                                     

   AGL is taxed as a life  insurance  company under the Code. The operations
of  Separate  Account  D are part of the total  operations  of AGL and are not  
taxed separately.  Under existing federal income tax laws, AGL is not taxed on  
investment  income  derived by  Separate  Account D  (including  realized  and  
unrealized  capital  gains) with  respect to the  Contracts.  AGL reserves the  
right to allocate to the Contracts  any federal,  state or other tax liability  
that may result in the future from  maintenance  of Separate  Account D or the  
Contracts.                                                                      

   Certain  Series may elect to pass  through to AGL any taxes  withheld  by
foreign taxing  jurisdictions on foreign source income.  Such an election will  
result in  additional  taxable  income and  income  tax to AGL.  The amount of  
additional  income  tax,  however,  may be more than offset by credits for the  
foreign  taxes  withheld  which are also  passed  through.  These  credits may  
provide a benefit to AGL.                                                       

DISTRIBUTION ARRANGEMENTS 

   The  Contracts  will be sold by  individuals  who,  in  addition to being
licensed by state insurance authorities to sell the Contracts of AGL, are also  
registered   representatives  of  American  General  Securities  Incorporated,  
("AGSI"),  the principal underwriter of the Contracts.  or other broker-dealer  
firms or  representatives  of other firms that are exempt  from  broker-dealer  
regulation,  AGSI and any such other  broker-dealer  firms are registered with  
the Securities and Exchange  Commission  under the Securities  Exchange Act of  
1934  as  broker-dealers  and  are  members  of the  National  Association  of  
Securities  Dealers,  Inc. AGSI is a  wholly-owned  subsidiary of AGL.  AGSI's  
principal  business  address  is the  same  as that of our  Home  Office.  The  
interests  under the  Contracts  are offered on a continuous  basis.  AGSI and  
Independent  Advantage Financial ("IAF") have entered into certain revenue and  
cost-sharing arrangements in connection with the marketing of the Contracts.    

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

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the Contracts."                                                                 

LEGAL MATTERS 

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

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OTHER INFORMATION ON FILE 

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

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

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

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

OFFERED BY  

AMERICAN GENERAL LIFE INSURANCE COMPANY 

ANNUITY ADMINISTRATION DEPARTMENT 

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

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

STATEMENT OF ADDITIONAL INFORMATION 

Dated ____________, 1997  

   This  Statement  of  Additional   Information   ("Statement")  is  not  a
prospectus.  It should be read with the Prospectus  for American  General Life  
Insurance  Company,  dated  __________,   1997,  concerning  flexible  payment  
deferred  individual annuity Select ReserveTM  Contracts  investing in certain  
Series of the American  General Series Portfolio  Company,  Hotchkis and Wiley  
Variable Trust, LEVCO Series Trust,  Navellier Variable Insurance Series Fund,  
Inc.,  OFFITBANK  Variable  Insurance Fund,  Inc., Royce Capital Fund, and the  
Wright Managed Blue Chip Series Trust. You can obtain a copy of the Prospectus  
for the Contracts, and any supplements thereto, by contacting American General  
Life  Insurance  Company  ("AGL") at the address or  telephone  numbers  given  
above.  You have the option of  receiving  benefits on a fixed  basis  through  
AGL's Fixed Account or on a variable  basis through AGL's  Separate  Account D  
("Separate Account D"). Terms used in this Statement have the same meanings as  
are defined in the Prospectus under the heading "Glossary."                     

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

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GENERAL INFORMATION 

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

REGULATION AND RESERVES 

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

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

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

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

INDEPENDENT AUDITORS  

The consolidated  financial  statements of AGL and the financial statements of  
Separate  Account D included in this  Statement  have been  audited by Ernst &  
Young LLP,  independent  auditors,  as set forth in their  respective  reports  
thereon  appearing  elsewhere  herein.  Such  financial  statements  have been  
included in this  Statement in reliance upon such reports of Ernst & Young LLP  
given upon the                                                                  

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authority of such firm as experts in accounting  and  auditing.  Ernst & Young  
LLP is located at One Houston Center,  1221 McKinney,  Suite 2400, Houston, TX  
77010-2007.                                                                     

SERVICES  

A Service Agreement exists between AGL and Continuum  Computer  Systems,  Inc.  
("Continuum")  to provide certain services in connection with Separate Account  
D.  Continuum has developed a  computerized  data  processing  record  keeping  
system for annuity accounting and has the necessary data processing  equipment  
and personnel to provide and support remote  terminal access to its system for  
the maintenance of annuity records, processing information, and the generation  
of output with respect to the records and information. AGL has contracted with  
Continuum for the right to use Continuum's system. For these services AGL paid  
Continuum $28,800 in 1996, $28,080 in 1995, and $78,840 in 1994.                

PRINCIPAL UNDERWRITER 

American General Securities Incorporated ("AGSI") is the principal underwriter  
with respect to the  Contracts.  AGSI also serves as principal  underwriter to  
American  General Life  Insurance  Company of New York Separate  Account E and  
AGL's Separate Account A, both of which are unit investment  trusts registered  
under the  Investment  Company Act of 1940.  AGSI, a Texas  corporation,  is a  
wholly owned  subsidiary  of AGL and a member of the National  Association  of  
Securities Dealers, Inc.                                                        

As principal  underwriter  with respect to Separate  Account D, AGSI  received  
from AGL less than $1,000 of  compensation  for each of the last three  fiscal  
years.                                                                          

The securities  offered  pursuant to the Contracts are offered on a continuous  
basis.                                                                          

ANNUITY PAYMENTS  

A. GENDER OF ANNUITANT  

When annuity payments are based on life expectancy, the amount of each annuity  
payment  ordinarily will be higher if the Annuitant or other measuring life is  
a male, as compared with a female under an otherwise identical Contract.  This  
is because, statistically,  females tend to have longer life expectancies than  
males.                                                                          

However,  there  will be no  differences  between  males  and  females  in any  
jurisdiction,  including Montana, where such differences are not permitted. We  
will also make available Contracts with no such differences in connection with  
certain  employer-sponsored  benefit  plans.  Employers  should be aware that,  
under most such plans,  Contracts that make  distinctions  based on gender are  
prohibited by law.                                                              

B. MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS  

If the age or sex of an Annuitant has been misstated to us, any amount payable  
will be that which the  purchase  payments  paid would have  purchased  at the  
correct  age and  sex.  If we  made  any  overpayments  because  of  incorrect  
information about age or sex, or any error or  miscalculation,  we will deduct  
the overpayment from the next payment or payments due. We will add any          

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

CHANGE OF INVESTMENT ADVISOR OR INVESTMENT POLICY 

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

PERFORMANCE DATA FOR THE DIVISIONS  

AVERAGE ANNUAL TOTAL RETURN CALCULATIONS                                        

   Each Division may advertise its average annual total return.  The average
annual  total  return for a Division  for a specific  period is found by first  
taking a hypothetical  $1,000 investment in the Division's  Accumulation Units  
on the first day of the period at the  maximum  offering  price,  which is the  
Accumulation  Unit value per unit  ("initial  investment"),  and computing the  
ending redeemable value ("redeemable  value") of that investment at the end of  
the period.  The redeemable value reflects the effect of all recurring charges  
and fees applicable under the Contract to all Variable Accounts.  Such charges  
and fees include the Mortality and Expense Risk Charge and the  Administrative  
Expense Charge.  Any premium taxes are not reflected.  The redeemable value is  
then divided by the initial  investment  and this quotient is taken to the Nth  
root (N represents the number of years in the period) and 1 is subtracted from  
the result, which is then expressed as a percentage.                            

CUMULATIVE TOTAL RETURN CALCULATIONS                                            

   Cumulative  total return  performance is the compound rate of return on a
hypothetical  initial  investment  of $1,000 in each  Division's  Accumulation  
Units on the first day of the period at the maximum  offering price,  which is  
the Accumulation Unit value per unit ("initial investment").  Cumulative total  
return figures (and the related  "Growth of a $1,000  Investment"  figures set  
forth below) do not include the effect of any premium taxes.  Cumulative total  
return  quotations   reflect  changes  in  Accumulation  Unit  value  and  are  
calculated  by  finding  the  cumulative  rates of return of the  hypothetical  
initial  investment over various periods,  according to the following formula,  
and then expressing that as a percentage:                                       

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

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HYPOTHETICAL PERFORMANCE                                                      

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

                                                                [Download Table]
                  Hypothetical Average Annual Total Returns                   
                         (Through December 31, 1996)                          

                                                                     Since    
                                                                     Series   
Investment Division                One Year             Five Years  Inception*
                                                                              
Equity Income VIP                   _____                ______      ______   
Low Duration VIP                    _____                ______      ______   
Wright International Blue Chip      _____                ______      ______   
Wright Selected Blue Chip           _____                ______      ______   
Money Market                        _____                ______      ______   

                                                                [Download Table]
                     Hypothetical Cumulative Total Returns                     
                          (Through December 31, 1996)                          

                                                                      Since    
                                                                      Series   
 Investment Division                One Year             Five Years  Inception*
                                                                               
Equity Income VIP                   ______                ______     ______    
Low Duration VIP                    ______                ______     ______    
Wright International Blue Chip      ______                ______     ______    
Wright Selected Blue Chip           ______                ______     ______    
Money Market                        ______                ______     ______    

                                                        [Enlarge/Download Table]
                  Hypothetical Growth of a $1,000 Investment in the Divisions           
                                  (Through December 31, 1996)                           

                                                                               Since    
                                                                               Series   
 Investment Division                One Year             Five Years           Inception*
                                                                                        
Equity Income VIP                   ______                ______              ______    
Low Duration VIP                    ______                ______              ______    
Wright International Blue Chip      ______                ______              ______    
Wright Selected Blue Chip           ______                ______              ______    
Money Market                        ______                ______              ______    
<FN>                                                                                    
*    The  inception  dates for each Series  listed above funding the Divisions          
     are: .                                                                             
</FN>                                                                                   

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YIELD CALCULATIONS                                                              

The yields  for the  ____________________________  Division  are  computed  in  
accordance with a method  prescribed by the SEC. The  hypothetical  historical  
yields for the Domestic  Income  Division and the Government  Division,  based  
upon the one month  period  ended  December  31,  1996,  were 7.29% and 5.23%,  
respectively.  The yield  quotation is computed by dividing the net investment  
income per  Accumulation  Unit earned during the specified one month or 30-day  
period  by the  Accumulation  Unit  values  on  the  last  day of the  period,  
according to the following formula that assumes a semi-annual  reinvestment of  
income:                                                                         

     a - b     6
YIELD = 2[(------- +1) - 1]   
cd  

a =  net  dividends  and interest  earned  during the period by the  Portfolio  
attributable to the Division                                          

b =  expenses accrued for the period (net of reimbursements)                    

c =  the average daily number of  Accumulation  Units  outstanding  during the  
period                                                                

d =  the Accumulation Unit value per unit on the last day of the period         

The yield of each Division  reflects the  deduction of all recurring  fees and  
charges  applicable to each  Division,  such as the Mortality and Expense Risk  
Charge,  and the  Administrative  Expense  Charge  but  does not  reflect  the  
deduction of premium taxes.                                                     

MONEY MARKET DIVISION YIELD AND EFFECTIVE YIELD CALCULATIONS                    

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

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

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

PERFORMANCE COMPARISONS                                                         

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

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

EFFECT OF TAX-DEFERRED ACCUMULATION 

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

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

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                                                                [Download Table]

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

                                                                [Download Table]

                                  (10.00% earnings rate)          
                                                                  
Contract                $161,051        $259,374          $672,750
Contract (after Taxes)  $143,957        $214,749          $512,380
Taxable Investment      $141,571        $200,423          $401,694

   The hypothetical  tables do not reflect any fees or charges imposed under
a Contract or Taxable  Investment.  However,  the Contracts impose a Mortality  
and  Expense  Risk  Charge of 0.62% and an  Administrative  Expense  Charge of  
0.04%. A Taxable  Investment could incur comparable fees or charges.  Fees and  
charges would reduce the return from a Contract or Taxable Investment.          

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

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

FINANCIAL STATEMENTS  

Separate  Account  D has a  total  of 56  Divisions  as of the  date  of  this  
Statement.  The 13 Divisions  which are available under the Contracts that are  
the subject of this  Statement  are not  included in the  December  31,  1996,  
financial statements for Separate Account D, because none were available under  
any  contracts  related  to  Separate  Account  D as  of  December  31,  1996.  
Therefore,  there are no financial  statements for Separate Account D included  
in this Statement.                                                              

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

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                                                                [Download Table]
                                  INDEX TO                                         
                            FINANCIAL STATEMENTS                                   

                                                                           Page No.
                                                                                   
I. AGL Consolidated Financial Statements                                           

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

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

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

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

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

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

   (To be filed by amendment.)                                                     

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PART C  

OTHER INFORMATION 

ITEM 24.    FINANCIAL STATEMENTS AND EXHIBITS                                   

(a)   Financial Statements                              

PART A:     None                            

PART B:                                     

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

      (To be filed by amendment)

PART  C:    None                            

(b)   Exhibits                                          

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

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

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

2           None                            

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7           None                            

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

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

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

11          None                            

12          None                            

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

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

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

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

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amendment)          

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ITEM 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR                              

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

                                                                [Download Table]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SUBSIDIARIES OF AMERICAN GENERAL CORPORATION (1,2)                              

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

                                                        [Enlarge/Download Table]

                                                                                    Jurisdiction of
                           Name                                                     Incorporation  

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

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

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

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NOTES 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 27.  NUMBER OF CONTRACT OWNERS                                             

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

ITEM 28.  INDEMNIFICATION                                                       

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

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

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

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

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

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ITEM 29.  PRINCIPAL UNDERWRITERS                                                

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

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

                                                                [Download Table]

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

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

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

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

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

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

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

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

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

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

(c)  Not Applicable.                                        

ITEM 30.  LOCATION OF RECORDS                                                   

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

ITEM 31.  MANAGEMENT SERVICES                                                   

Not Applicable.                                             

ITEM 32.  UNDERTAKINGS                                                          

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

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

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

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SIGNATURES  

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

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

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

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

                                                                [Download Table]

        Signature                 Title                  Date        
        ---------                 -----                  ----        
                                                                     
 RODNEY O. MARTIN, JR.*                                              
 ------------------------   Principal Executive                      
 (Rodney O. Martin, Jr.)          Officer           November 18, 1997

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

                                                                [Download Table]

     Directors                                                               
     ----------                                                              
                                                                             
                                                     JOHN V. LaGRASSE*       
------------------------                             ------------------------
(Robert M. Devlin)                                   (John V. LaGrasse)      

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

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

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

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

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

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EXHIBIT INDEX 

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

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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AMI’ Filing		Date		First		Last			Other Filings
Filed on:		11/20/97		1					N-4
		11/18/97		71
		10/31/97		63
		4/30/97		60					485BPOS
		3/10/97		65
		12/31/96		51		58			24F-2NT,  24F-2NT/A,  NSAR-U
		11/26/96		65
		8/16/96		59					485APOS
		4/30/96		59					485BPOS
		12/31/95		56					24F-2NT
		4/28/95		59
		3/28/95		65
		12/31/94		56
		12/23/94		65
		3/2/94		59
		1/22/92		58
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