Registration No. 333-______

As filed with the Securities and Exchange Commission on August 8, 2000

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-6
TO REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL-R
(Exact Name of Trust)

AMERICAN GENERAL LIFE INSURANCE COMPANY
(Exact Name of Depositor)
2727-A Allen Parkway
Houston, Texas 77019-2191
(Complete Address of Depositor's Principal Executive Offices)

Pauletta P. Cohn, Esq.
Deputy General Counsel
American General Life Companies
2929 Allen Parkway
Houston, Texas 77019-2191
(Name and Complete Address of Agent for Service)

Title and Amount of Securities Being Registered:
An Indefinite Amount of Units of Interest in
American General Life Insurance Company
Separate Account VL-R
Under Variable Life Insurance Policies

Securities Being Offered: Flexible Premium Variable Life Insurance Policies

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

The Registrant hereby amends this Registration Statement on such date or date as
may be necessary to delay its effective date until the Registrant shall file a
further 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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL-R
RECONCILIATION AND TIE BETWEEN ITEMS IN FORM
N-8B-2 AND THE PROSPECTUS
(PURSUANT TO INSTRUCTION 4 OF FORM S-6)

CROSS REFERENCE SHEET

ITEM NO. OF FORM N-8B-2* PROSPECTUS CAPTION
- ----------------------------- ------------------

1 Additional Information : Separate Account VL-R.
2 Additional Information: AGL.
3 Inapplicable.
4 Additional Information: Distribution of
Policies.
5, 6 Additional Information: Separate Account VL-R.
7 Inapplicable.**
8 Inapplicable.**
9 Additional Information: Legal Matters.
10(a) Additional Information: Your Beneficiary,
Assigning Your Policy.
10(b) Basic Questions You May Have: How will the value
of my investment in a Policy change over time?
10(c)(d) Basic Questions You May Have: How can I change
my Policy's insurance coverage? How can I
access my investment in a Policy? Can I choose
the form in which AGL pays out any proceeds
from my Policy? Additional Information: Payment
of Policy Proceeds.
10(e) Basic Questions You May Have: Must I invest any
minimum amount in a policy?
10(f) Additional Information: Voting Privileges.
10(g)(1), 10(g)(4),
10(h)(3), 10(h)(2) Basic Questions You May Have: To what extent
will AGL vary the terms and conditions of the
Policies in particular cases? Additional
Information: Voting Privileges; Additional
Rights That We Have.
10(g)(3), 10(g)(4),
10(h)(3), 10(h)(4) Inapplicable.**
10(i) Additional Information: Separate Account VL-R;
Tax Effects.
11 Basic Questions You May Have: How will the value
of my investment in a Policy change over time?
Additional Information: Separate Account VL-R.
12(a) Additional Information: Separate Account VL-R;
Front Cover.
12(b) Inapplicable.**
12(c), 12(d) Inapplicable.**
12(e) Inapplicable, because the Separate Account did
not commence operations until 1998.
13(a) Basic Questions You May Have: What charges will
AGL deduct from my investment in a Policy? What
charges and expenses will the Mutual Funds
deduct from the amounts I invest through my
Policy? Additional Information: More About
Policy Charges.
13(b) Illustrations of Hypothetical Policy Benefits.
13(c) Inapplicable.**
13(d) Basic Questions You May Have: To what extent
will AGL vary the terms and conditions of the
Policy in particular cases?
13(e), 13(f), 13(g) None.

14 Basic Questions You May Have: How can I invest
money in a Policy?
15 Basic Questions You May Have: How can I invest
money in a Policy? How do I communicate with
AGL?
16 Basic Questions You May Have: How will the
value of my investment in a Policy change over
time?

ITEM NO. ADDITIONAL INFORMATION
- ----------------------------- ---------------------------
17(a), 17(b) Captions referenced under Items 10(c), 10(d),
and 10(e).
17(c) Inapplicable.**
18(a) Captions referred to under Item 16.
18(b), 18(d) Inapplicable.**
18(c) Additional Information: Separate Account VL-R.
19 Additional Information: Separate Account VL-R;
Our Reports to Policy Owners.
20(a), 20(b), 20(c), 20(d),
20(e), 20(f) Inapplicable.**
21(a), 21(b) Basic Questions You May Have: How can I access
my investment in a Policy? Additional
Information: Payment of Policy Proceeds.
21(c) Inapplicable.**
22 Additional Information: Payment of Policy
Proceeds-Delay to Challenge Coverage.
23 Inapplicable.**
24 Basic Questions You May Have; Additional
Information.
25 Additional Information: AGL.
26 Inapplicable, because the Separate Account
did not commence operations until 1998.
27 Additional Information: AGL.
28 Additional Information: AGL's Management.
29 Additional Information: AGL.
30, 31, 32, 33, 34 Inapplicable, because the Separate Account
did not commence operations until 1998.
35 Inapplicable.**
36 Inapplicable.**
37 None.
38, 39 Additional Information: Distribution of the
Policies.
40 Inapplicable, because the Separate Account did
not commence operations until 1998.
41(a) Additional Information: Distribution of
the Policies.
41(b), 41(c) Inapplicable**
41, 43 Inapplicable, because the Separate Account did
not commence operations or issue any securities
until 1998.
44(a)(1), 44(a)(2), 44(a)(3) Basic Questions You May Have: How will the value
of my investment in a Policy change over time?
44(a)(4) Additional Information: Tax Effects--Our taxes.
44(a)(5), 44(a)(6) Basic Questions You May Have: What charges will
AGL deduct from my investment in a Policy?
44(b) Inapplicable.**
44(c) Caption referenced in 13(d) above.

45 Inapplicable, because the Separate Account did
not commence operations until 1998.
46(a) Captions referenced in 44(a) above.
46(b) Inapplicable.**
47, 48, 49 None.
50 Inapplicable.**
51 Inapplicable.**
52(a), 52(c) Basic Questions You May Have: To what extent can
AGL vary the terms and conditions of the Policy
in particular cases? Additional Information:
Additional Rights That We Have.
52(b), 52(d) None.
53(a) Additional Information: Tax Effects--Our taxes.
53(b), 54 Inapplicable.**
55 Illustrations of Hypothetical Policy Benefits.
56-59 Inapplicable.**

- -----------
* Registrant includes this Reconciliation and Tie in its Registration
Statement in compliance with Instruction 4 as to the Prospectus as set out
in Form S-6. Separate Account VL-R (Account) has previously filed a notice
of registration as an investment company on Form N-8A under the Investment
Company Act of 1940 (Act), and a Form N-8B-2 Registration Statement.
Pursuant to Sections 8 and 30(b)(1) of the Act, Rule 30a-1 under the Act,
and Forms N-8B-2 and N-SAR under that Act, the Account will keep its Form
N-8B-2 Registration Statement current through the filing of periodic
reports required by the Securities and Exchange Commission (Commission).

** Not required pursuant to either Instruction 1(a) as to the Prospectus as
set out in Form S-6 or the administrative practice of the Commission and
its staff of adapting the disclosure requirements of the Commission's
registration statement forms in recognition of the differences between
variable life insurance policies and other periodic payment plan
certificates issued by investment companies and between separate accounts
organized as management companies and unit investment trusts.

PLATINUM INVESTOR (SM) III

Flexible Premium Variable Life Insurance Policies (the "Policies") Issued by
American General Life Insurance Company ("AGL")

HOME OFFICE: (Express Delivery) (US Mail)
2727-A Allen Parkway Variable Universal Life Administration
Houston, Texas 77019-2191 P. O. Box 4880
Phone: 1-888-325-9315 or 1-713-831-34343 Houston, Texas 77210-4880
Hearing Impaired: 1-888-436-5258 or 1-713-831-1885
Fax: 1-877-445-3098

This booklet is called a "prospectus."

Investment options. The AGL declared fixed interest account is the fixed
investment option for these Policies. You may also use AGL's Separate Account
VL-R ("Separate Account") to invest in the following variable investment options
and change your selections from time to time:

Fund Investment Adviser Investment Option
---- ------------------ -----------------

. AIM Variable Insurance Funds.................... AIM Advisors, Inc .......................... AIM V.I. International Equity Fund
AIM V.I. Value Fund
. American Century Variable Portfolios, Inc....... American Century Investment................. VP Value Fund
Management, Inc.
. American General Series Portfolio
Company........................................ The Variable Annuity Life................... International Equities Fund
Insurance Company MidCap Index Fund
Money Market Fund
Nasdaq-100 Index Fund
Stock Index Fund
Small Cap Index Fund
Science & Technology Fund
. AYCO Series Trust............................... ______________.............................. AYCO Large Cap Growth Fund I
. Dreyfus Variable Investment Fund................ The Dreyfus Corporation..................... Quality Bond Portfolio
Small Cap Portfolio
Mid-Cap Stock Portfolio
. Fidelity Variable Insurance Products Fund....... Fidelity Management & Research.............. VIP Equity-Income Portfolio
Company VIP Growth Portfolio
. Fidelity Variable Insurance Products Fund II.... Fidelity Management & Research.............. VIPII Asset Manager Portfolio
Company VIPII Contrafund Portfolio
. Janus Aspen Series.............................. ______________.............................. International Growth Portfolio
Worldwide Growth Portfolio
Aggressive Growth Portfolio
. J. P. Morgan Series Trust II.................... ______________.............................. J. P. Morgan Small Company
Portfolio
. MFS Variable Insurance Trust.................... Massachusetts Financial Services............ MFS Emerging Growth Series
Company MFS Research Series
MFS Capital Opportunities Series
MFS New Discoveries Series
. Neuberger Berman Advisers Management
Trust.......................................... ______________.............................. Mid-Cap Growth Portfolio
. PIMCO Variable Insurance Trust.................. Pacific Investment Management............... PIMCO Short-Term Bond Portfolio
Company PIMCO Real Return Bond Portfolio
PIMCO Total Return Bond Portfolio
. Putnam Variable Trust........................... Putnam Investment Management, Inc........... Putnam VT Diversified Income Fund
Putnam VT Growth and Income Fund
Putnam VT International Growth and
Income Fund
. SAFECO Resource Series Trust.................... SAFECO Asset Management..................... Equity Portfolio
Company Growth Opportunities Portfolio
. The Universal Institutional Funds, Inc.......... Morgan Stanley Asset Management............. Equity Growth Portfolio
Miller, Anderson & Sherrerd, LLP............ High Yield Portfolio
. Vanguard Variable Insurance Fund................ ______________.............................. High Yield Bond Portfolio
REIT Index Portfolio
. Van Kampen Life Investment Trust................ Van Kampen Asset Management Inc............. Strategic Stock Portfolio
. Warburg Pincus Trust ........................... Credit Suisse Asset Management, LLC......... Small Company Growth Portfolio

Separate prospectuses contain more information about the Mutual Funds
("Funds" or "Mutual Funds") in which we invest the amounts that you allocate to
any of the above-listed investment options (other than our declared fixed
interest account option). The formal name of each such Fund is set forth in the
chart that appears on page 1. Your investment results in any such option will
depend on those of the related Fund. You should be sure you also read the
prospectus of the Mutual Fund for any such investment option you may be
interested in. You can request free copies of any or all of the Mutual Fund
prospectuses from your AGL representative or from us at our Home Office.

Other choices you have. During the insured person's lifetime, you may,
within limits, (1) change the amount of insurance, (2) borrow or withdraw
amounts you have invested, (3) choose when and how much you invest, and (4)
choose whether your accumulation value under your policy, upon the insured
person's death, will be added to the insurance proceeds we otherwise will pay to
the beneficiary.

Charges and expenses. We deduct charges and expenses from the amounts you
invest. These are described beginning on page _____.

Right to return. If for any reason you are not satisfied with your Policy,
you may return it to us and we will refund you the greater of (i) any premium
payments received by us or (ii) your accumulation value plus any charges that
have been deducted. To exercise your right to return your Policy, you must mail
it directly to the Home Office address shown on the first page of this
prospectus or return it to the AGL representative through whom you purchased the
Policy within 10 days after you receive it. In a few states, this period may be
longer. Because you have this right, we will invest your initial net premium
payment in the money market investment option from the date your investment
performance begins until the first business day that is at least 15 days later.
Then we will automatically allocate your investment among the available
investment options in the ratios you have chosen. Any additional premium we
receive during the 15-day period will also be invested in the money market
investment option and allocated to the investment options at the same time as
your initial net premium.

We have designed this prospectus to provide you with information that you
should have before investing in a Policy. It also contains information that will
be helpful to you in exercising the various options you will have once you own a
Policy. Please read this prospectus carefully and keep it for future reference.

Neither the Securities and Exchange Commission ("SEC") nor any state
securities commission has approved or disapproved these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense. The Policies are not available in all states.

The Policies are not insured by the FDIC or any other agency. They are not
deposits or other obligations of any bank and are not bank guaranteed. They are
subject to investment risks and possible loss of principal invested.

This prospectus is dated _______________, 2000

GUIDE TO THIS PROSPECTUS

This prospectus contains information that you should know before you
purchase a Platinum Investor(SM)III variable life policy ("Policy") or exercise
any of your rights or privileges under a Policy.

Basic Information. Here are the page numbers in this prospectus where you
may find answers to most of your questions:

Page to See in
this Prospectus
---------------
Basic Questions You May Have
- ----------------------------

. What are the policies?................................................................
. How can I invest money in a Policy?...................................................
. How will the value of my investment in a Policy change over time?.....................
. What charges will AGL deduct from my investment in a Policy?..........................
. What charges and expenses will the Mutual Funds deduct from
amounts I invest through my Policy?..................................................
. What is the amount of insurance ("death benefit")
that AGL pays when the insured person dies?..........................................
. Must I invest any minimum amount in a Policy?.........................................
. How can I change my Policy's investment options?......................................
. How can I change my Policy's insurance coverage?......................................
. What additional rider benefits might I select?........................................
. How can I access my investment in a Policy?...........................................
. Can I choose the form in which AGL pays
out proceeds from my Policy?.........................................................
. To what extent can AGL vary the terms and conditions of the Policy
in particular cases?.................................................................
. How will my Policy be treated for income tax purposes?................................
. How do I communicate with AGL?........................................................

Illustrations of a hypothetical Policy. Starting on page ___, we have
included some examples of how the values of a sample Policy would change over
time, based on certain assumptions we have made. Because your circumstances may
vary considerably from our assumptions, your AGL representative will also
provide you with a similar sample illustration that is more tailored to your own
circumstances and wishes.

Additional information. You may find the answers to any other questions you
have under "Additional Information" beginning on page ___ or in the Policy. A
table of contents for the "Additional Information" portion of this prospectus
also appears on page ___. You can obtain copies of the Policy from (and direct
any other questions to) your AGL representative or our Home Office (shown on the
first page of this prospectus).

Financial statements. We have included certain financial statements of AGL.
These begin on page Q-1.

Special words and phrases. The Index of Words and Phrases that appears at
the back of this prospectus will tell you on what page you can read more
information about many of the words and phrases that we use.

BASIC QUESTIONS YOU MAY HAVE

How can I invest money in a Policy?

Premium payments. We call the payments you make in a Policy "premiums" or
"premium payments." The amount we require as your initial premium varies
depending on the specifics of your Policy and the insured person. We can refuse
to accept a subsequent premium payment that is less than $50. Otherwise, with a
few exceptions mentioned below, you can make premium payments at any time and in
any amount. Premium payments we receive after your right to return expires, as
discussed on page 2, will be allocated upon receipt to the available investment
options you have chosen.

Limits on premium payments. Federal tax law may limit the amount of premium
payments you can make (relative to the amount of your Policy's insurance
coverage) and may impose penalties on amounts you take out of your Policy if you
do not observe certain additional requirements. These tax law requirements and a
discussion of modified endowment contracts are summarized further under "How
will my Policy be treated for income tax purposes?" beginning on page ___ and
"Tax Effects" beginning on page ___. We will monitor your premium payments,
however, to be sure that you do not exceed permitted amounts or inadvertently
incur any tax penalties. The tax law limits can vary as a result of changes you
make to your Policy. For example, a reduction in the specified amount of your
Policy can reduce the amount of premiums you can pay.

Also, in certain limited circumstances, additional premiums may cause the
death benefit to increase by more than they increase your accumulation value. In
such case, we may refuse to accept an additional premium if the insured person
does not provide us with adequate evidence that they continue to meet our
requirements for issuing insurance.

Checks and money orders. You may pay premiums by check or money order drawn
on a U.S. bank in U.S. dollars and made payable to "American General Life
Insurance Company," or "AGL." Premiums after the initial premium must be sent
directly to our Home Office. We also accept premium payments by bank draft, wire
or by exchange from another insurance company. Premium payments from salary
deduction plans may be made only if we agree. You may obtain further information
about how to make premium payments by any of these methods from your AGL
representative or from our Home Office shown on the first page of this
prospectus.

We have a premium financing program available for certain qualified
applicants. If you intend to make an initial premium payment of at least $50,000
and you have a net worth of at least $3,000,000, you may qualify under this
program. For more information, you may contact your registered representative or
our Home Office at 1-800-677-3311.

Dollar cost averaging. Dollar cost averaging is an investment strategy
designed to reduce the risks that result from market fluctuations. The strategy
spreads the allocation of your accumulation value among your chosen variable
investment options over a period of time. This allows you to

reduce the risk of investing most of your funds at a time when prices are high.
The success of this strategy depends on market trends and is not guaranteed.

Under dollar cost averaging, we automatically make transfers of your
accumulation value from the money market investment option to one or more of the
other variable investment options that you choose. You tell us whether you want
these transfers to be made monthly, quarterly, semi-annually or annually. We
make the transfers as of the end of the valuation period that contains the day
of the month that you select other than the 29th, 30th or 31st day of the month.
(The term "valuation period" is described on page ___.) You must have at least
$5,000 of accumulation value to start dollar cost averaging and each transfer
under the program must be at least $100. Dollar cost averaging ceases upon your
request, or if your accumulation value in the money market investment option
becomes exhausted. You cannot use dollar cost averaging at the same time you are
using automatic rebalancing. We do not charge you for using this service.

Automatic rebalancing. This feature automatically rebalances the proportion
of your accumulation value in each investment option under your Policy to
correspond to your then current premium allocation designation. You tell us
whether you want us to do the rebalancing quarterly, semi-annually or annually.
The date automatic rebalancing occurs will be based on the date of issue of your
Policy. For example, if your Policy is dated January 17, and you have requested
automatic rebalancing on a quarterly basis, automatic rebalancing will start on
April 17, and will occur quarterly thereafter. Automatic rebalancing will occur
as of the end of the valuation period that contains the date of the month your
Policy was issued. You must have a total accumulation value of at least $5,000
to begin automatic rebalancing. Rebalancing ends upon your request. You cannot
use automatic rebalancing at the same time you are using dollar cost averaging.
We do not charge you for using this service.

How will the value of my investment in a Policy change over time?

Your accumulation value. From each premium payment you make, we deduct the
charges that we describe on page ___ under "Premium tax charge" (or "Tax charge
back" if you are a resident of Oregon when you purchase your Policy) and "Other
deductions from each premium payment." We invest the rest in one or more of the
investment options listed in the chart on the first page of this prospectus. We
call the amount that is at any time invested under your Policy (including any
loan collateral we are holding for your Policy loans) your "accumulation value."

Your investment options. We invest the accumulation value that you have
allocated to any variable investment option in shares of a corresponding Mutual
Fund. Over time, your accumulation value in any such investment option will
increase or decrease by the same amount as if you had invested in the related
Fund's shares directly (and reinvested all dividends and distributions from the
Fund in additional Fund shares); except that your accumulation value will also
be reduced by certain charges that we deduct. We describe these charges
beginning on page ___ under "What charges will AGL deduct from my investment in
a Policy?"

You can review other important information about the Mutual Funds that you
can choose in the separate prospectuses for those Funds. You can request
additional free copies of these prospectuses from your AGL representative or
from our Home Office. Our Home Office address and telephone numbers are shown on
the first page of this prospectus.

We invest any accumulation value you have allocated to our declared fixed
interest account option as part of our general assets. We credit interest on
that accumulation value at a rate which we declare from time to time. We
guarantee that the interest will be credited at an effective annual rate of at
least 4%. Although this interest increases the amount of any accumulation value
that you have in our declared fixed interest account option, such accumulation
value will also be reduced by any charges that are allocated to this option
under the procedures described under "Allocation of charges" on page ___. The
"daily charge" described on page ___ and the charges and expenses of the Mutual
Funds discussed on pages ___ - ___ do not apply to our declared fixed interest
account option.

Policies are "non-participating." You will not be entitled to any dividends
from AGL.

What charges will AGL deduct from my investment in a Policy?

Premium tax charge. Unless your Policy was issued in Oregon, we deduct from
each premium a charge for the tax that is then applicable to us in your state or
other jurisdiction. These taxes, if any, currently range from .75% to 3.5%.
Please let us know if you move to another jurisdiction, so we can adjust this
charge if required. You are not permitted to deduct the amount of these taxes on
your income tax return.

Tax charge back. If you are a resident of Oregon at the time you purchase a
Policy, there is no premium tax charge. Instead, we will deduct from each
premium a tax charge back that is permissible under Oregon Law. If you later
move to a state that has a premium tax, we will not charge you a premium tax. We
deduct the tax charge back from each premium you pay, regardless of the state in
which you reside at the time you pay the premium. The current tax charge back is
2% of each premium. We may change the tax charge back amount but any change will
only apply to new Policies we issue. We use the charge partly to offset our
obligation to pay premium taxes on the same Policy if you move to another state.
We also use the charge to pay for the cost of additional administrative expenses
we provide under these Policies.

Other deductions from each premium payment. After we deduct premium tax (or
a tax charge back if we issued your Policy in Oregon) from your premium payment,
we will deduct 5.0% from the remainder of all premiums received. We may increase
this charge but it will never exceed 7.5%. Your Policy refers to this deduction
as a Premium Expense Charge. We use this charge to cover sales expenses,
including commission.

Daily charge. We will deduct a daily charge at an annual effective rate of
.70% of your accumulation value that is then being invested in any of the
variable investment options. After a

Policy has been in effect for 10 years, however, we will reduce this rate to an
annual effective rate of .45%, and after 20 years, to an annual effective rate
of .10%. We guarantee these rate reductions. Since the Policies were first
offered only in the year 2000, the reduction has not yet taken effect under any
outstanding Policies. We apply this charge to pay for our mortality and expense
risks.

Flat monthly charge. We will deduct $6 from your accumulation value each
month. We may lower this charge but it is guaranteed to never exceed $6. The
flat monthly charge is the Monthly Administration Fee shown on page ___ of your
Policy. We use this charge to pay for the cost of administrative services we
provide under the Policies.

Monthly charge per $1,000 of specified amount. We deduct a charge monthly
from your accumulation value for the first 7 Policy years. This monthly charge
also applies to the amount of an increase in base coverage during the 7 Policy
years following the increase. The dollar amount of this charge changes with each
change in your Policy's base coverage. (We describe your specified amount under
"Your specified amount of insurance" on page ___.) This charge varies according
to the amount of base coverage and the age, gender and premium class of the
insured person. This charge is a maximum of $_____ for each $1000 of the base
coverage portion of the specified amount. The actual amount of this charge is
shown on page ___ of your Policy and is called "Monthly Expense Charge for First
Seven Years." We use this charge to pay for underwriting costs and other costs
of issuing the Policies, and also to help pay for the administrative services we
provide under the Policies.

Monthly insurance charge. Every month we will deduct from your accumulation
value a charge based on the cost of insurance rates applicable to your Policy on
the date of the deduction and our "amount at risk" on that date. Our amount at
risk is the difference between (a) the death benefit that would be payable
before reduction by policy loans if the insured person died on that date and (b)
the then total accumulation value under the Policy. For otherwise identical
Policies:

. greater amounts at risk result in a higher monthly insurance charge; and

. higher cost of insurance rates also result in a higher monthly insurance
charge.

Our cost of insurance rates are guaranteed not to exceed those that will be
specified in your Policy. Our current rates are lower than the guaranteed
maximum rates for insured persons in most age and premium classes, although we
have the right at any time to raise these rates to not more than the guaranteed
maximum.

In general the longer you own your Policy, the higher the cost of insurance
rate will be as the insured person grows older. Also our cost of insurance rates
will generally be lower if the insured person is a female than if a male.
Similarly, our current cost of insurance rates are generally lower for
non-tobacco users than tobacco users. On the other hand, insured persons who
present particular health, occupational or non-work related risks may require
higher cost of insurance rates and other additional charges based on the
specified amount of insurance coverage under their Policies.

Finally, our current cost of insurance rates for the same insured person
differ depending on the specified amount in force on the day the charge is
deducted. We have different rates we apply for specified amounts that range from
$50,000 to $99,999, $100,000 to $999,999 and $1,000,000 or more. Rates are
highest for the first range of $50,000 to $99,999, lower for the second range of
$100,000 to $999,999 and lower still for the third range of $1,000,000 or more.
This means, for instance, that if your specified amount for any reason increases
from the first range to the second or third range, or from the second range to
the third range, your subsequent cost of insurance rates will be lower under
your Policy than they would be before the increase. The reverse is also true.
Our cost of insurance rates are generally higher under a Policy that has been in
force for some period of time than they would be under an otherwise identical
Policy purchased more recently on the same insured person.

We use this charge to fund the death benefits we pay under the Policies.

Monthly charges for additional benefit riders. We will deduct charges
monthly from your accumulation value, if you select certain additional benefit
riders. These are described beginning on page ___, under "What additional rider
benefits might I select?" We use these charges to pay for the benefits under the
riders and to help offset the risks we assume.

Surrender charge. The Policies have a surrender charge that applies for a
maximum of the first 10 Policy years (and for a maximum of the first 10 Policy
years after any increase in the Policy's base coverage). We will apply the
surrender charge only to the base coverage portion of the specified amount.

The amount of the surrender charge depends on the age and other insurance
characteristics of the insured person. The maximum amount of your Policy's
surrender charge will be shown in the table beginning on page ___ of the Policy.
It may initially be as high as $_____ per $1,000 of base coverage or as low as
$_____ per $1,000 of base coverage (or any increase in the base amount).

We are permitted to not charge some or all of the surrender charges under
certain limited circumstances, according to the terms of a Policy endorsement.

We will deduct the entire amount of any then applicable surrender charge
from the accumulation value at the time of a full surrender. Upon a requested
decrease in a Policy's base coverage portion of the specified amount, we will
deduct any remaining amount of the surrender charge that was associated with the
base coverage that is canceled. This includes any decrease that results from any
requested partial surrender. See "Partial surrender" beginning on page ___ and
"Change of death benefit option" beginning on page ___. For those Policies that
lapse in the first 10 Policy years, we use this charge to help recover sales
expenses.

Partial surrender fee. We will charge a fee equal to the lesser of 2% of
the amount withdrawn or $25 for each partial surrender you make. We use this
charge to help pay for the expense of making a partial surrender.

Transfer fee. We may charge a $25 transfer fee for each transfer between
investment options that exceeds 12 each Policy Year. This charge will be
deducted from the investment options in the same ratio as the requested
transfer. We use this charge to help pay for the expense of making the requested
transfer.

Charge for taxes. We can adjust charges in the future on account of taxes
we incur or reserves we set aside for taxes in connection with the Policies.
This would reduce the investment experience of your accumulation value.

For a further discussion regarding the charges we will deduct from your
investment in a Policy, see "More About Policy Charges" on page ___.

Allocation of charges. You may choose the investment options from which we
deduct all monthly charges and any applicable surrender charges. If you do not
have enough accumulation value in those investment options, we will deduct these
charges in the same ratio the charges bear to the unloaned accumulation value
you then have in each investment option.

What charges and expenses will the Mutual Funds deduct from amounts I invest
through my Policy?

Each Mutual Fund pays its investment management fees and other operating
expenses. Because they reduce the investment return of a Fund, these fees and
expenses also will reduce indirectly the return you will earn on any
accumulation value that you have invested in that Fund. Current and future fees
and expenses may vary from fiscal year 1999 fees and expenses. The charges and
expenses for the fiscal year 1999 are as follows:

[TO BE UPDATED IN PRE-EFFECTIVE AMENDMENT]

THE MUTUAL FUNDS' ANNUAL EXPENSES/1/ (as a percentage of average net assets)

Fund Other Fund Total Fund
Management Operating Operating
Fees (After Expenses (After Expenses (After
Expense 12b-1 Expense Expense
Name of Fund Reimbursement) Fees Reimbursement) Reimbursement)
------------ -------------- ---- -------------- -------------

AIM Variable Insurance Funds:/1/

AIM V.I. International Equity Fund 0.75% 0.16% 0.91%

AIM V.I. Value Fund 0.61% 0.05% 0.66%

American Century Variable Portfolios, Inc.:/1/

VP Value Fund

American General Series Portfolio Company:/1/

International Equities Fund

MidCap Index Fund

Money Market Fund

Nasdaq-100 Index Fund

Stock Index Fund

Small Cap Index Fund

Science & Technology Fund

AYCO Series Trust:/1/

AYCO Large Cap Growth Fund I

Dreyfus Variable Investment Fund:/1/

Quality Bond Portfolio 0.65% 0.08% 0.73%

Small Cap Portfolio 0.75% 0.02% 0.77%

Mid-Cap Stock Portfolio

Fidelity Variable Insurance Products Fund:/1,2/

VIP Equity-Income Portfolio 0.25%

VIP Growth Portfolio 0.25%

Fidelity Variable Insurance Products Fund II:/1, 2/

VIPII Asset Manager Portfolio 0.25%

VIPII Contrafund Portfolio 0.25%

Janus Aspen Series:/3/

International Growth Portfolio 0.25%

Worldwide Growth Portfolio 0.25%

Aggressive Growth Portfolio 0.25%

J. P. Morgan Series Trust II:/1/

J. P. Morgan Small Company
Portfolio

MFS Variable Insurance Trust:/1/

MFS Emerging Growth Series 0.75% 0.10% 0.85%

MFS Research Series

MFS Capital Opportunities Series

MFS New Discoveries Series

Neuberger Berman Advisers Management Trust:/1/

Mid-Cap Growth Portfolio

PIMCO Variable Insurance Trust:/1/

PIMCO Short-Term Bond Portfolio

PIMCO Real Return Bond Portfolio

PIMCO Total Return Bond Portfolio

Putnam Variable Trust:

Putnam VT Diversified Income Fund/4/ 0.15%

Putnam VT Growth and Income Fund/4/ 0.15%

Putnam VT International Growth and 0.15%
Income Fund/4/

SAFECO Resource Series Trust:/1/

Equity Portfolio 0.74% 0.04% 0.78%

Growth Opportunities Portfolio 0.74% 0.06% 0.80%

The Universal Institutional Funds, Inc.:/1/

Equity Growth Portfolio/3/

High Yield Portfolio/3/

Vanguard Variable Insurance Fund:

High Yield Bond Portfolio

REIT Index Portfolio

Van Kampen Life Investment Trust:/1/

Strategic Stock Portfolio/5/ 0.00% 0.65% 0.65%

Warburg Pincus Trust:/1/

Small Company Growth Portfolio

/1/ The Mutual Funds' advisers or administrators have entered into
arrangements under which they pay certain amounts to AGL. The fees do not
have a direct relationship to the Mutual Funds' Annual Expenses, and do
not increase the amount of charges you pay under your Policy. (See
"Certain arrangements.")

/2/ The prospectuses for Fidelity VIP and Fidelity VIPII Funds under
"________" discuss this 12b-1 fee.

/3/ The prospectus for Janus Aspen Series under " _________" discusses this
12b-1 fee.

/4/ The prospectus for Putnam Variable Trust under "Distribution plan"
discusses this 12b-1 fee.

/5/ For the Funds indicated, management fees and other expenses as shown for
fiscal year 1999 would have been the percentages shown below without
certain voluntary expense reimbursements from the investment adviser.
Current and future fees and expenses may vary from the fiscal year 1999
fees and expenses.

Management Other Total
Fees Expenses Annual Expenses
---- -------- ---------------
The Universal Institutional Funds

Equity Growth Portfolio 0.55% 0.76% 1.31%
High Yield Portfolio 0.50% 0.65% 1.15%

Van Kampen Life Investment
Trust

Strategic Stock Portfolio 0.50% 0.75% 1.25%

No other Funds received any such reimbursements.

What is the amount of insurance ("death benefit") that AGL pays when the insured
person dies?

Your specified amount of insurance. In your application to buy a Platinum
Investor III Policy, you tell us how much life insurance coverage you want. We
call this the "specified amount" of insurance. The specified amount consists of
what we refer to as "base coverage" plus any "supplemental coverage" you select.
Base coverage must be at least 10% of the specified amount. We also provide a
guarantee of a death benefit equal to the specified amount and any benefit
riders. We refer to this guarantee in both your Policy and this prospectus as
the "guarantee period" benefit. We provide more information about the specified
amount and the guarantee period benefit beginning on page ___ under "More About
the Death Benefit" and under "Monthly guarantee premiums," beginning on page
___. You should read these other discussions carefully because they contain
important information about how the choices you make can affect your benefits
and the amount of premiums and charges you may have to pay.

Your death benefit. The death benefit we will pay is reduced by any
outstanding Policy loans (plus any unearned loan interest). You also choose
whether the death benefit we will pay is

. Option 1--The specified amount on the date of the insured person's
death; or

. Option 2--The specified amount on the date of the insured person's death
plus the Policy's accumulation value as of the date of death.

Under Option 2, your death benefit will tend to be higher than under Option
1. However, the monthly insurance charge we deduct will also be higher to
compensate us for our additional risk. Because of this, your accumulation value
for the same amount of premium will tend to be higher under Option 1 than under
Option 2.

Any premiums we receive after the insured person's death will be returned
and not included in your accumulation value.

Federal tax law requires a minimum death benefit in relation to
accumulation value for a Policy to qualify as life insurance. We will
automatically increase the death benefit of a Policy if necessary to ensure that
the Policy will continue to qualify as life insurance. One of two tests under
current federal tax law can be used: the "guideline premium test" or the "cash
value accumulation test." You must elect one of these tests at issue, and, once
elected, the choice may not be changed. Factors you should consider in making
this choice are discussed below.

The "guideline premium test" limits the amount of premiums paid under a
Policy at any time to a certain amount which depends on the size of the Policy
and the age and gender of the insured person. Therefore, the maximum premiums
you can pay are generally more limited under this test than under the cash value
accumulation test.

The other major difference between the two tax tests involves the Policy's
"alternative death benefit." The alternative death benefit is calculated as
shown in the tables that follow. During any time when the

alternative death benefit works out to be more than the Option 1 or Option 2
death benefit you have chosen, we would automatically deem the death benefit to
be such higher amount.

As illustrated in the tables below, choosing the cash value accumulation test
for tax law compliance generally makes it more likely that an alternative
minimum death benefit will apply. Therefore, if you anticipate that your Policy
may have a substantial accumulation value in relation to its death benefit, you
should be aware that the alternative death benefit may cause your Policy's death
benefit to be higher if you choose that test than if you choose the guideline
premium test. To the extent that the alternative death benefit does result in a
higher death benefit, the cost of insurance charges deducted from your Policy
will also tend to be higher. (This compensates us for the additional risk that
we might have to pay the higher alternative death benefit.)

If you have selected the guideline premium test, we calculate the
alternative death benefit by multiplying your Policy's accumulation value by the
following percentages:

SPECIMEN ALTERNATIVE DEATH BENEFITS AS A PERCENTAGE MULTIPLE
OF POLICY ACCUMULATION VALUE (ASSUMING YOU
SELECT THE GUIDELINE PREMIUM TEST)

Insured
Person's

Age*........................ 40 45 50 55 60 65 70 75 100

%.......................... ---% ---% ---% ---% ---% ---% ---% ---% ---%

*Nearest birthday at the beginning of the Policy year in which the insured
person dies.

If you have selected the cash value accumulation test, we calculate the
alternative death benefit by multiplying your Policy's accumulation value by a
percentage that will be set forth on page ___ of your Policy. The percentage
varies based on the insurance characteristics of the insured person. Below is an
example of applicable alternative death benefit percentages for the cash value
accumulation test. The example is for a male non-tobacco user preferred premium
class and issue age 55.

SPECIMEN ALTERNATIVE DEATH BENEFITS AS A PERCENTAGE MULTIPLE
OF POLICY ACCUMULATION VALUE (ASSUMING YOU
SELECT THE CASH VALUE ACCUMULATION TEST)

Policy Year.................... 1 2 3 5 10 20 30 40 45

%....................... ---% ---% ---% ---% ---% ---% ---% ---% ---%

Your Policy calls the multipliers used for each test the "Death Benefit Corridor
Rate."

Must I invest any minimum amount in a Policy?

Planned periodic premiums. Page 3 of your Policy will specify a "Planned
Periodic Premium." This is the amount that you (within limits) choose to pay.
Our current practice is to bill quarterly, semi-annually or annually. However,
payment of these or any other specific amounts of premiums is not mandatory.
After payment of your initial premium, you need only invest enough to ensure
your Policy's cash surrender value stays above zero or that the guarantee period
benefit (described under "Monthly guarantee premiums" on page ___) remains in
effect ("Cash surrender value" is explained under "Full surrender" on page ___.)
The less you invest, the more likely it is that your Policy's cash surrender
value could fall to zero, as a result of the deductions we periodically make
from your accumulation value.

Policy lapse and reinstatement. If your Policy's cash surrender value (the
Policy's accumulation value less Policy loans during the first 5 Policy years)
falls to an amount insufficient to cover the monthly charges, we will notify you
and give you a grace period to pay at least the amount we estimate is necessary
to keep your Policy in force for a reasonable time. If we do not receive your
payment by the end of the grace period, your Policy and all riders will end
without value and all coverage under your Policy will cease. Although you can
apply to have your Policy "reinstated," you must do this within 5 years (or, if
earlier, before the Policy's maturity date), and you must present evidence that
the insured person still meets our requirements for issuing coverage. Also, you
will have to pay at least the amount of premium that we estimate will keep your
Policy in force for two months, as well as pay or reinstate any indebtedness.
You will find additional information in the Policy about the values and terms of
the Policy after it is reinstated.

Monthly guarantee premiums. Page 3 of your Policy will specify a "Monthly
Guarantee Premium." If you pay these guarantee premiums, we will provide at
least an Option 1 death benefit, even if your policy's cash surrender value has
declined to zero.

We call this our "guarantee period" benefit and here are its terms and
conditions. On the first day of each Policy month that the cash surrender value
is not sufficient to pay the monthly deduction, we check to see if the
cumulative amount of premiums paid under the Policy, less any Policy loans, is
at least equal to the sum of the monthly guarantee premiums plus any partial
surrenders for all Policy months to date, including the Policy month then
starting. (Policy months are measured from the "Date of Issue" that will also be
shown on page 3 of your Policy.) So long as at least this amount of premium
payments has been paid by the beginning of that Policy month, the Policy will
not enter a grace period or terminate (i.e., lapse) because of insufficient cash
surrender value, unless the guarantee period benefit has terminated as discussed
in the paragraph immediately below.

The length of time you are covered by the guarantee period benefit varies
on account of two things:

. the insured's age at the Policy's date of issue; and

. the amounts of base coverage and supplemental coverage you have chosen.

The maximum period of time for the guarantee period - 20 years - happens in
the event you have chosen 100% base coverage. The least amount of time - 4 years
- - happens in the event you have chosen the maximum 90% supplemental coverage.

The amount of premiums that must be paid to maintain the guarantee
period benefit will be increased by the cumulative amount of any loans
(including any loan increases to pay interest) you have taken from your Policy.

Also, whenever you increase your specified amount, we calculate a new
monthly guarantee premium, so the amount you must pay to keep the guarantee
period benefit in force will increase or decrease depending on whether you
increase or decrease your specified amount. If you add or increase a benefit
rider, your monthly guarantee premium will increase. If you remove or decrease a
benefit rider, your monthly guarantee premium will decrease.

How can I change my Policy's investment options?

Future premium payments. You may at any time change the investment
options in which future premiums you pay will be invested. Your allocation must,
however, be in whole percentages that total 100%.

Transfers of existing accumulation value. You may also transfer your
existing accumulation value from one investment option under the Policy to
another. The first 12 transfers in a year are free of charge. We may charge you
$25 for each additional transfer. You may make transfers from the variable
investment options at any time. You may make transfers from the declared fixed
interest account during the 60-day period following each Policy anniversary, and
we will not honor such a request that we receive at any other time. The amount
that you can transfer each year is limited to the greater of:

. 25% of the unloaned accumulation value you have in the declared
fixed interest account as of the Policy anniversary; or

. the sum of any amounts you transferred or surrendered from the
declared fixed interest account during the previous Policy year.

Unless you are transferring the entire amount you have in an investment
option, each transfer must be at least $500. See "Additional Rights That We
Have" on page ___.

Market Timing. The Policy is not designed for professional market
timing organizations or other entities using programmed and frequent transfers.
We reserve the right at any time and without prior notice to any party to
terminate, suspend, or modify our policies or procedures regarding telephone
requests or to stop permitting telephone requests altogether.

How can I change my Policy's insurance coverage?

Increase in coverage. At any time while the insured person is living, you
may request an increase in the specified amount of coverage under your Policy.
You must, however, provide us with satisfactory evidence that the insured person
continues to meet our requirements for issuing insurance coverage.

We treat an increase in specified amount in many respects as if it were the
issuance of a new Policy. For example, the monthly insurance charge for the
increase will be based on the age and premium class of the insured person at the
time of the increase. Also, a new amount of surrender charge:

. applies to any amount of the increase that you request as base
coverage;

. is the same as it would be if we were instead issuing the same amount
of base coverage as a new Platinum Investor III Policy; and

. applies for the 10 Policy years following the increase.

You are not required to increase your specified amount in any specific
percentage or ratio that your base and supplemental coverage bear to your
specified amount before the increase. Remember, however, base coverage must be
at least 10% of the total specified amount after the increase.

Decrease in coverage. After the first Policy year, you may request a
reduction in the specified amount of coverage, but not below certain minimums.
After any decrease, the specified amount cannot be less than the greater of:

. $50,000; or

. any minimum amount which, in view of the amount of premiums you have
paid, is necessary for the Policy to continue to meet the Federal tax
law definition of life insurance.

We will apply a reduction in specified amount proportionately against the
specified amount provided under the original application and any specified
amount increases. The decrease in specified amount will decrease both your base
and supplemental coverage in the same ratio they bear to your specified amount
before the decrease. We will deduct from your accumulation value any remaining
surrender charge that is associated only with any amount of base coverage that
is canceled in this way. If there is not sufficient accumulation value to pay
the surrender charge at the time you request a reduction, the decrease will not
be allowed. A reduction in specified amount will not reduce the monthly charge
per $1,000 of specified amount or the amount of time we assess this charge.

Change of death benefit option. You may at any time request us to change
your coverage from death benefit Option 1 to 2 or vice-versa.

. If you change from Option 1 to 2, we also automatically reduce your
Policy's specified amount of insurance by the amount of your Policy's
accumulation value (but not below zero) at the time of the change. The
change will go into effect on the monthly deduction day following the date
we receive your request for change. We will take the reduction
proportionately from each component of the Policy's specified amount. We
will not charge a surrender charge for this reduction in coverage.

. If you change from Option 2 to 1, we automatically increase your Policy's
specified amount by the amount of your Policy's accumulation value.

Tax consequences of changes in insurance coverage. Please read "Tax Effects"
starting on page ___ of this prospectus to learn about possible tax consequences
of changing your insurance coverage under your Policy.

Effect of changes in insurance coverage on guarantee period. A change in
coverage does not result in termination of the guarantee period, so that if you
pay certain prescribed amounts of premiums, we will pay a death benefit even if
your policy's cash surrender value declines to zero. The details of this
guarantee are discussed under "Monthly guarantee premiums," beginning on page
___.

What additional rider benefits might I select?

You can request that your Policy include the additional rider benefits
described below. For most of the riders that you choose, a charge, which will be
shown on page ___ of your Policy, will be deducted from your accumulation value
on each monthly deduction date. Eligibility for and changes in these benefits
are subject to our rules and procedures as in effect from time to time. More
details are included in the form of each rider, which we suggest that you review
if you choose any of these benefits.

. Accidental Death Benefit Rider This rider pays an additional death benefit
------------------------------
if the insured person dies from certain accidental causes.

. Children's Insurance Benefit Rider This rider provides term life insurance
----------------------------------
coverage on the eligible children of the person insured under the Policy.
This rider is convertible into any other insurance (except for term
coverage) available for conversions, under our published rules at the time
of conversion.

. Maturity Extension Rider This rider permits you to extend the Policy's
------------------------
maturity date beyond what it otherwise would be. You have two versions from
which to choose. Both versions may not be available in all states.

One version provides for a death benefit after the original maturity date
that is equal to the accumulation value on the date of death. The death
benefit payable will be reduced by any outstanding Policy loan amount. There
is no charge for this version.

The other version provides for a death benefit after the original maturity
date which is equal to the death benefit in effect on the day prior to the
original maturity date. If the death benefit is based fully, or in part, on
the accumulation value, we will adjust the death benefit by future changes
in the accumulation value. The death benefit will never be less than the
accumulation value. The death benefit payable will be reduced by any
outstanding Policy loan amount. There is a monthly charge of no more than
$30 per thousand of net amount at risk for this version of the rider during
the nine policy years immediately preceding the Policy's original maturity
date. Therefore, you must add this version of rider before that 9 year
period begins.

In both versions, only the insurance coverage associated with the Policy
will be extended beyond the original maturity date. No additional premium
payments, new loans, monthly insurance charge, or changes in specified
amount will be allowed after the original maturity date. There is a flat
monthly charge of no more than $10 each month after the original maturity
date. After this rider is elected it may not be revoked. You can, however,
surrender your Policy at any time.

Extension of the maturity date beyond the insured person's age 100 may
result in the current taxation of increases in your Policy's accumulation
value as a result of interest or investment experience after that time. You
should consult a qualified tax adviser before making such an extension.

. Return of Premium Death Benefit Rider This rider provides additional term
-------------------------------------
life insurance coverage on the person insured under the Policy. The amount
of additional insurance varies so that it always equals the cumulative
amount of premiums paid under the Policy (subject to certain adjustments).

. Spouse Term Rider This rider provides term life insurance on the life of the
-----------------
spouse of the Policy's insured person. This rider terminates no later than
the Policy anniversary nearest the spouse's 75/th/ birthday. You can
convert this rider into any other insurance (except for term coverage)
available for conversions, under our published rules at the time of
conversion.

. Terminal Illness Rider This rider provides for a benefit to be requested if
----------------------
the Policy's insured person is diagnosed as having a terminal illness (as
defined in the rider) and less than 12 months to live. This rider is not
available in all states. The maximum amount you may receive under this rider
before the insured person's death is 50% of the death benefit payable under
the Policy (excluding any rider benefits) or, if less, $250,000. The amount
of benefits paid under the rider, plus an administrative fee (not to exceed
$250), plus interest on these amounts to the next Policy anniversary becomes
a "lien" against all future Policy benefits. We will continue to charge
interest in advance on the total amount of the lien and will add any unpaid
interest to the total amount of the lien each year. Any time the total lien,
plus any other Policy loans, exceeds the Policy's then current death
benefit, the Policy will terminate without further value. The cash surrender
value of the Policy also will be reduced by the amount of the lien.

. Waiver of Monthly Deduction Rider This rider provides for a waiver of all
---------------------------------
monthly charges assessed for both your Policy and riders that we otherwise
would deduct from your accumulation value, so long as the insured person is
totally disabled (as defined in the rider). While we are paying benefits
under this rider we will not permit you to request any increase in the
specified amount of your Policy's coverage. However, loan interest will not
be paid for you under this rider, and the Policy could, under certain
circumstances, lapse for nonpayment of loan interest. You can purchase this
rider on the life of an insured person who is younger than age 55.

Tax consequences of additional rider benefits. Adding or deleting riders, or
increasing or decreasing coverage under existing riders can have tax
consequences. See "Tax Effects" starting on page 30. You should consult a
qualified tax adviser.

How can I access my investment in a Policy?

Full surrender. You may at any time surrender your Policy in full. If you do,
we will pay you the accumulation value, less any Policy loans, plus any unearned
interest, and less any surrender charge that then applies. We call this amount
your "cash surrender value." Because of the surrender charge, it is unlikely
that a Platinum Investor III Policy will have any cash surrender value during at
least the first year unless you pay significantly more than the monthly
guarantee premiums.

Partial surrender. You may, at any time after the first Policy year, make a
partial surrender of your Policy's cash surrender value. A partial surrender
must be at least $500. We will automatically reduce your Policy's accumulation
value by the amount of your withdrawal and any related charges. We do not allow
partial surrenders that would reduce the death benefit below $50,000.

If the Option 1 death benefit is then in effect, we also will reduce your
Policy's specified amount by the amount of such withdrawal and charges, but not
below $0. We will take any such reduction proportionately from each component of
the Policy's specified amount and deduct any remaining surrender charge that is
associated with any portion of your Policy's base amount of coverage that is
canceled. If the Option 2 death benefit is then in effect, we will automatically
reduce your accumulation value.

You may choose the investment option or options from which money that you
withdraw will be taken. Otherwise, we will allocate the partial surrender in the
same proportions as then apply for deducting monthly charges under your Policy
or, if that is not possible, in proportion to the amount of accumulation value
you then have in each investment option.

There is a partial surrender fee equal to the lesser of 2% of the amount
withdrawn or $25 for each partial surrender you make.

Exchange of Policy in certain states. Certain states require that a policy
owner be given the right to exchange the Policy for a fixed benefit life
insurance policy, within either 18 or 24 months from the date of issue. This
right is subject to various conditions imposed by the states and us. In such
states, this right

has been more fully described in your Policy or related endorsements to comply
with the applicable state requirements.

Policy loans. You may at any time borrow from us an amount up to your
Policy's cash surrender value less the interest that will be payable on your
loan through your next Policy anniversary. This rule is not applicable in all
states. The minimum amount you can borrow is $500 or, if less, the entire
remaining loan value.

We remove from your investment options an amount equal to your loan and hold
that part of your accumulation value in the declared fixed interest account as
collateral for the loan. We will credit your Policy with interest on this
collateral amount at an effective annual rate of 4% (rather than any amount you
could otherwise earn in one of our investment options), and we will charge you
interest on your loan at an effective annual rate of 4.75%. Loan interest is
payable annually, on the Policy anniversary, in advance, at a rate of 4.54%. Any
amount not paid by its due date will automatically be added to the loan balance
as an additional loan. Interest you pay on Policy loans will not, in most cases,
be deductible on your tax returns.

You may choose which of your investment options the loan will be taken from.
If you do not so specify, we will allocate the loan in the same way that charges
under your Policy are being allocated. If this is not possible, we will make the
loan pro-rata from each investment option that you then are using.

You may repay all or part (but not less than $100 unless it is the final
payment) of your loan at any time before the death of the insured person while
the Policy is in force. You must designate any loan repayment as such.
Otherwise, we will treat it as a premium payment instead. Any loan repayments go
first to repay all loans that were taken from our declared fixed interest
account option. We will invest any additional loan repayments you make in the
investment options you request. In the absence of such a request we will invest
the repayment in the same proportion as you then have selected for premium
payments that we receive from you. Any unpaid loan (plus any unearned loan
interest) will be deducted from the proceeds we pay following the insured
person's death.

Preferred loan interest rate. We will credit a higher interest rate on an
amount of the collateral securing Policy loans taken out after the first 10
Policy years. The maximum amount of new loans that will receive this preferred
loan interest rate for any year is:

. 10% of your Policy's accumulation value (which includes any loan
collateral we are holding for your Policy loans) at the beginning of the
Policy year; or

. if less, your Policy's maximum remaining loan value at that anniversary.

We intend to set the rate of interest we credit to your preferred loan
collateral amount equal to the loan interest rate you are paying, resulting in a
zero net cost (0.00%) of borrowing for that amount. We have full discretion to
vary the preferred rate, provided that it will always be greater than or equal
to the rate we are then crediting in connection with regular Policy loans, and
will never be less than an effective

annual rate of 4.50%. Because we first began offering the Policies in the year
2000, we have not yet declared a preferred loan interest rate for any
outstanding Policy.

Maturity of your Policy. If the insured person is living on the "Maturity
Date" shown on page ___ of your Policy, we will pay you the cash surrender value
of the Policy, and the Policy will end. The maturity date can be no later than
the Policy anniversary nearest the insured person's 100/th/ birthday.

Tax considerations. Please refer to "How will my Policy be treated for
income tax purposes?" for information about the possible tax consequences to you
when you receive any loan, surrender or other funds from your Policy.

Can I choose the form in which AGL pays out the proceeds from my Policy?

Choosing a payment option. You may choose to receive the full proceeds from
the Policy as a single sum. This includes proceeds that become payable upon the
death of the insured person, full surrender or the maturity date. Alternatively,
you may elect that all or part of such proceeds be applied to one or more of the
following payment options:

. Option 1--Equal monthly payments for a specified period of time.

. Option 2--Equal monthly payments of a selected amount of at least $60
per year for each $1,000 of proceeds until all amounts are paid out.

. Option 3--Equal monthly payments for the payee's life, but with payments
guaranteed for a specified number of years. These payments are based on
annuity rates that are set forth in the Policy or, at the payee's
request, the annuity rates that we then are using.

. Option 4--Proceeds left to accumulate with interest.

Additional payment options may also be available with our consent. We have
the right to reject any payment option, if the payee is a corporation or other
entity. You can read more about each of these options in the Policy and in the
separate form of payment contract that we issue when any such option takes
effect.

Within 60 days after the insured person's death, any payee entitled to
receive proceeds as a single sum may elect one or more payment options.

Interest rates that we credit under each option will be at least 3%.

Change of payment option. You may change any payment option you have
elected at any time while the Policy is in force and before the start date of
the payment option.

Tax impact. If a payment option is chosen, you or your beneficiary may have
tax consequences. You should consult with a qualified tax adviser before
deciding whether to elect one or more payment options.

To what extent can AGL vary the terms and conditions of the Policy in particular
cases?

Here are some variations we may make in the terms and conditions of a
Policy. Any variations will be made only in accordance with uniform rules that
we establish.

Underwriting and premium classes. We have six premium classes, and also
combinations of the premium classes, we use to decide how much the monthly
insurance charges under any particular Policy will be: preferred, standard,
tobacco, non-tobacco, juvenile and standard. They are each described in your
Policy.

Policies purchased through "internal rollovers." We maintain published
rules that describe the procedures necessary to replace another life insurance
policy we issued with a Policy. Not all types of other insurance we issue are
eligible to be replaced with a Policy. Our published rules may be changed from
time to time, but are evenly applied to all our customers.

State law requirements. AGL is subject to the insurance laws and
regulations in every jurisdiction in which the Policies are sold. As a result,
various time periods and other terms and conditions described in this prospectus
may vary depending on where you reside. These variations will be reflected in
your Policy and related endorsements.

Variations in expenses or risks. AGL may vary the charges and other terms
of the Policy where special circumstances result in sales, administrative or
other expenses, mortality risks or other risks that are different from those
normally associated with the Policy.

How will my Policy be treated for income tax purposes?

Generally, the death benefit paid under a Policy is not subject to income
tax, and earnings on your accumulation value are not subject to income tax as
long as we do not pay them out to you. If we do pay any amount of your Policy's
accumulation value upon surrender, partial surrender, or maturity of your
Policy, all or part of that distribution may be treated as a return of the
premiums you paid, which is not subject to income tax.

Amounts you receive as Policy loans are not taxable to you, unless you have
paid such a large amount of premiums that your Policy becomes what the tax law
calls a "modified endowment contract." In that case, the loan will be taxed as
if it were a partial surrender. Furthermore, loans, partial surrenders and other
distributions from a modified endowment contract may require you to pay
additional taxes and penalties that otherwise would not apply. If your Policy
lapses, you may have to pay income tax on a portion of any outstanding loan.

For further information about the tax consequences of owning a Policy,
please read "Tax Effects" starting on page ___.

How do I communicate with AGL?

When we refer to "you," we mean the person who is authorized to take any
action with respect to a Policy. Generally, this is the owner named in the
Policy. Where a Policy has more than one owner, each owner generally must join
in any requested action, except for transfers and changes in the allocation of
future premiums or changes among the investment options.

General. You should mail or express checks and money orders for premium
payments and loan repayments directly to our Home Office.

You must make the following requests in writing:

. transfer of accumulation value;

. loan;

. full surrender;

. partial surrender;

. change of beneficiary or contingent beneficiary;

. change of allocation percentages for premium payments;

. loan repayments or loan interest payments;

. change of death benefit option or manner of death benefit payment;

. change in specified amount;

. addition or cancellation of, or other action with respect to, election
of a payment option for Policy proceeds;

. tax withholding elections; and

. telephone transaction privileges.

You should mail or express these requests to our Home Office at the appropriate
address shown on the first page of this prospectus. You should also communicate
notice of the insured person's death, and related documentation, to our Home
Office.

We have special forms which should be used for loans, assignments, partial
and full surrenders, changes of owner or beneficiary, and all other contractual
changes. You will be asked to return your Policy when you request a full
surrender. You may obtain these forms from our Home Office or from your AGL
representative. Each communication must include your name, Policy number and, if
you are not the insured person, that person's name. We cannot process any
requested action that does not include all required information.

Telephone transactions. If you have a completed telephone authorization
form on file with us, you may make transfers, or change the allocation of future
premium payments or deduction of charges, by telephone, subject to the terms of
the form. We will honor telephone 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. Our current procedure is that only the
owner or your AGL representative may make a transfer request by phone. We are
not liable for any acts or omissions based upon instructions that we reasonably
believe to be genuine. Our procedures include verification of the Policy number,
the identity of the caller, both the insured person's and owner's names, and a
form of personal identification from the caller. We will mail you a prompt
written confirmation of the transaction. If (a) many people seek to make
telephone requests at or about the same time, or (b) our recording equipment
malfunctions, it may be impossible for you to make a telephone request at the
time you wish. You should submit a written request if you cannot make a
telephone transfer. Also, if, due to malfunction or other circumstances, your
telephone request is incomplete or not fully comprehensible, we will not process
the transaction. The phone number for telephone requests is 1-888-325-9315.

ILLUSTRATIONS OF HYPOTHETICAL POLICY BENEFITS

To help explain how our Policy works, we have prepared the following
tables:

Page to
See in this
Prospectus
----------
Death Benefit Option 1--Current Charges ................. ___
Death Benefit Option 1--Guaranteed Maximum Charges........ ___

The tables show how death benefits, accumulation values, and cash
surrender values ("Policy benefits") under a sample Policy would change over
time if the investment options had constant hypothetical gross annual investment
returns of 0%, 6% or 12% over the years covered by each table. The tables are
for a male non-tobacco user preferred premium class and issue age 55. An annual
premium payment of $1,500 for an initial $100,000 of specified amount of
coverage is assumed to be paid. The illustrations assume no Policy loan has been
taken. The differences between the accumulation values and the cash surrender
values for the first 10 years in the tables are because of the Policy's
surrender charges. As illustrated, this Policy would not be classified as a
modified endowment contract (See "Tax Effects" beginning on page ___ for further
discussion).

The tables show a sample Policy with 100% base coverage only. A Policy with
supplemental coverage at current charges will over time have lower monthly
insurance charges and a higher accumulation value. Your AGL representative can
provide you with Policy illustrations specific to you, showing how your
selection of base and supplemental coverage, if any, can affect your Policy
values under different assumptions.

Although the tables that follow do not include an example of a Policy with
an Option 2 death benefit, such a Policy would have higher death benefits and
lower cash surrender values.

Separate tables are included to show both current and guaranteed maximum
charges. The charges assumed in the following tables include:

. a charge for state premium tax (or a tax charge back if we issued the
Policy in Oregon) assumed to be 2.0% (for both current and guaranteed
maximum charges);

. after we deduct premium tax (or a tax charge back if we issued the
Policy in Oregon), a charge of 5.0% and 7.5% for current charges and
guaranteed maximum charges, respectively;

. a daily charge for the first 10 Policy years at an annual effective rate
of .70% (for both current and guaranteed maximum charges);

. a daily charge for Policy years 11 through 20 at an annual effective
rate of .45% (for both current and guaranteed maximum charges);

. a daily charge after 20 Policy years at an annual effective rate of .10%
(for both current and guaranteed maximum charges);

. a flat monthly charge of $6 (for both current and guaranteed maximum
charges);

. a monthly charge for the first 7 Policy years for each $1,000 of
specified amount of $____ (for both current and guaranteed maximum
charges); and

. the current monthly insurance charge and guaranteed maximum monthly
insurance charges for current charges and guaranteed maximum charges,
respectively.

The charges assumed by both the current and guaranteed maximum charge
tables also include Mutual Fund expenses of ____% of aggregate Mutual Fund
assets. This percentage is the arithmetic average of the advisory fees payable
with respect to each Mutual Fund, after all reimbursements, plus the arithmetic
average of all other operating expenses of each such Fund after all
reimbursements, as reflected on pages ___ and ___ of this prospectus. We expect
the reimbursement arrangements to continue in the future. If the reimbursement
arrangements were not currently in effect, the arithmetic average of Mutual Fund
expenses would equal ____% of aggregate Mutual Fund assets.

Individual illustrations. On request, we will furnish you with a comparable
illustration based on your Policy's characteristics. If you request
illustrations more than once in any Policy year, we may charge $25 for the
illustration.

Platinum Investor III

Annual Premium $ 1,500 Initial Specified Amount $100,000
Death Benefit Option 1

Male, Age 55
Non-Tobacco User, Preferred Premium Class
Assuming Current Charges

Death Benefit Accumulation Value Cash Surrender Value
End of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy Annual Investment Return of Annual Investment Return of Annual Investment Return of
Year 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%

1 100,000 100,000 100,000
2 100,000 100,000 100,000
3 100,000 100,000 100,000
4 100,000 100,000 100,000
5 100,000 100,000 100,000
6 100,000 100,000 100,000
7 100,000 100,000 100,000
8 100,000 100,000 100,000 [VALUES WILL BE PROVIDED IN THE
9 100,000 100,000 100,000 PRE-EFFECTIVE AMENDMENT]
10 100,000 100,000 100,000

15 100,000 100,000 100,000

20 100,000 100,000 100,000

The values will change if premiums are paid in different amounts or
frequencies.

The investment results are an example only and are not a representation of
past or future investment results. Actual investment results may be more or less
than those shown.

Platinum Investor III

Annual Premium $ 1,500 Initial Specified Amount $100,000
Death Benefit Option 1

Male, Age 55
Non-Tobacco User, Preferred Premium Class
Assuming Guaranteed Charges

15 100,000 100,000 100,000

20 100,000 100,000 100,000

The values will change if premiums are paid in different amounts or
frequencies.

The investment results are an example only and are not a representation of
past or future investment results. Actual investment results may be more or less
than those shown.

ADDITIONAL INFORMATION

A general overview of the Policy appears at pages 1 - ___. The additional
information that follows gives more details, but generally does not repeat what
is set forth above.

Page to
See in this
Contents of Additional Information Prospectus
- ---------------------------------- ----------

AGL...........................................................................
Separate Account VL-R.........................................................
Tax Effects...................................................................
Voting Privileges.............................................................
Your Beneficiary..............................................................
Assigning Your Policy.........................................................
More About Policy Charges.....................................................
Effective Date of Policy and Related Transactions.............................
More About the Death Benefit..................................................
More About Our Declared Fixed Interest Account Option.........................
Distribution of the Policies..................................................
Payment of Policy Proceeds....................................................
Adjustments to Death Benefit..................................................
Additional Rights That We Have................................................
Performance Information.......................................................
Our Reports to Policy Owners..................................................
AGL's Management..............................................................
Principal Underwriter's Management............................................
Legal Matters.................................................................
Independent Auditors .........................................................
Actuarial Expert..............................................................
Services Agreement............................................................
Certain Potential Conflicts...................................................

Special words and phrases. If you want more information about any words or
phrases that you read in this prospectus, you may wish to refer to the Index of
Words and Phrases that appears at the end of this prospectus (pages ___ and ___,
which follow all of the financial pages). That index will tell you on what page
you can read more about many of the words and phrases that we use.

AGL

We are American General Life Insurance Company ("AGL"). AGL is a stock life
insurance company organized under the laws of Texas. AGL is a successor in
interest to a company originally organized under the laws of Delaware on January
10, 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 Policies are AGL's, and
American General Corporation has no legal obligation to back those commitments.

AGL is a member of the Insurance Marketplace Standards Association
("IMSA"). IMSA is a voluntary membership organization created by the life
insurance industry to promote ethical market conduct for individual life
insurance and annuity products. AGL's membership in IMSA applies only to AGL and
not its products.

Separate Account VL-R

We hold the Mutual Fund shares in which any of your accumulation value is
invested in Separate Account VL-R. Separate Account VL-R is registered as a unit
investment trust with the SEC under the Investment Company Act of 1940. We
created the separate account on May 6, 1997 under Texas law.

For record keeping and financial reporting purposes, Separate Account VL-R
is divided into ___ separate "divisions," ___ of which correspond to the ___
variable "investment options" available since the inception of the Policy. The
remaining ___ divisions, and some of these ___ divisions, represent investment
options available under other variable life policies we offer. We hold the
Mutual Fund shares in which we invest your accumulation value for an investment
option in the division that corresponds to that investment option.

The assets in Separate Account VL-R are our property. The assets in
Separate Account VL-R would be available only to satisfy the claims of owners of
the Policies, to the extent they have allocated their accumulation value to
Separate Account VL-R. Our other creditors could reach only those Separate
Account VL-R assets (if any) that are in excess of the amount of our reserves
and other contract liabilities under the Policies with respect to Separate
Account VL-R.

Tax Effects

This discussion is based on current federal income tax law and
interpretations. It assumes that the policy owner is a natural person who is a
U.S. citizen and resident. The tax effects on corporate taxpayers, non-U.S.
residents or non-U.S. citizens, may be different. This discussion is general in
nature, and should not be considered tax advice, for which you should consult a
qualified tax adviser.

General. The Policy will be treated as "life insurance" for federal income
tax purposes (a) if it meets the definition of life insurance under Section 7702
of the Internal Revenue Code of 1986, as amended (the "Code") and (b) for as
long as the investments made by the underlying Mutual Funds satisfy certain
investment diversification requirements under Section 817(h) of the Code. We
believe that the Policy will meet these requirements and that:

. the death benefit received by the beneficiary under your Policy will
not be subject to federal income tax; and

. increases in your Policy's accumulation value as a result of interest
or investment experience will not be subject to federal income tax
unless and until there is a distribution from your Policy, such as a
surrender or a partial surrender.

Although AGL believes that the Policies are in compliance with Section 7702
of the Code, the manner in which Section 7702 should be applied to certain
features of a last survivor life insurance policy is not directly addressed by
Section 7702. In the absence of final regulations or other guidance issued under
Section 7702, there is necessarily some uncertainty whether survivor life
insurance policies, like the Platinum Investor III Policies, will meet the
Section 7702 definition of a life insurance contract.

The federal income tax consequences of a distribution from your Policy can
be affected by whether your Policy is determined to be a "modified endowment
contract,"as you can see from the following discussion. In all cases, however,
the character of all income that is described as taxable to the payee will be
ordinary income (as opposed to capital gain).

Testing for modified endowment contract status. Your Policy will be a
"modified endowment contract" if, at any time during the first seven Policy
years, you have paid a cumulative amount of premiums that exceeds the premiums
that would have been paid by that time under a similar fixed-benefit insurance
policy that was designed (based on certain assumptions mandated under the Code)
to provide for paid-up future benefits after the payment of seven level annual
premiums. ("Paid up" means no future premium payments would be required.) This
is called the "seven-pay" test.

Whenever there is a "material change" under a policy, the policy will
generally be (a) treated as a new contract for purposes of determining whether
the policy is a modified endowment contract and (b) subjected to a new seven-pay
period and a new seven-pay limit. The new seven-pay limit would be determined
taking into account, under a prescribed formula, the accumulation value of the
policy at the time of such change. A materially changed policy would be
considered a modified endowment contract if it failed to satisfy the new
seven-pay limit at any time during the new seven-pay period. A "material change"
for these purposes could occur as a result of a change in death benefit option.
A material change will occur as a result of an increase in your Policy's
specified amount of coverage, and certain other changes.

If your Policy's benefits are reduced during the first seven Policy years
(or within seven years after a material change), the calculated seven-pay
premium limit will be redetermined based on the reduced level of benefits and
applied retroactively for purposes of the seven-pay test. (Such a reduction in
benefits could include, for example, a decrease in the specified amount that you
request or that results from a partial surrender). If the premiums previously
paid are greater than the recalculated seven-payment premium level limit, the
Policy will become a modified endowment contract.

A life insurance policy that is received in exchange for a modified
endowment contract will also be considered a modified endowment contract.

Other effects of Policy changes. Changes made to your Policy (for example,
a decrease in specified amount that you request or that results from a partial
surrender that you request) may also have other effects on your Policy. Such
effects may include impacting the maximum amount of premiums that can be paid
under your Policy, as well as the maximum amount of accumulation value that may
be maintained under your Policy.

Taxation of pre-death distributions if your Policy is not a modified
---
endowment contract. As long as your Policy remains in force as a non-modified
endowment contract, a Policy loan will be treated as indebtedness, and no part
of the loan proceeds will be subject to current federal income tax. Interest on
the loan generally will not be tax deductible.

After the first 15 Policy years, the proceeds from a partial surrender will
not be subject to federal income tax except to the extent such proceeds exceed
your "basis" in your Policy. (Your basis generally will equal the premiums you
have paid, less the amount of any previous distributions from your Policy that
were not taxable.) During the first 15 Policy years, however, the proceeds from
a partial surrender could be subject to federal income tax, under a complex
formula, to the extent that your accumulation value exceeds your basis in your
Policy.

On the maturity date or upon full surrender, any excess in the amount of
proceeds we pay (including amounts we use to discharge any Policy loan) over
your basis in the Policy, will be subject to federal income tax. In addition, if
a Policy ends after a grace period while there is a policy loan, the
cancellation of such loan and any accrued loan interest will be treated as a
distribution and could be subject to tax under the above rules. Finally, if you
make an assignment of rights or benefits under your Policy you may be deemed to
have received a distribution from your Policy, all or part of which may be
taxable.

Taxation of pre-death distributions if your Policy is a modified endowment
--
contract. If your Policy is a modified endowment contract, any distribution from
your Policy while the insured person is still living will be taxed on an
"income-first" basis. Distributions for this purpose include a loan (including
any increase in the loan amount to pay interest on an existing loan or an
assignment or a pledge to secure a loan) or partial surrender. Any such
distributions will be considered taxable income to you to the extent your
accumulation value exceeds your basis in the Policy. For modified endowment
contracts, your basis is similar to the basis described above for other
policies, except that it also would be increased by the amount of any prior loan
under your Policy that was considered taxable income to you. For purposes of
determining the taxable portion of any distribution, all modified endowment
contracts issued by the same insurer (or its affiliates) to the same owner
(excluding certain qualified plans) during any calendar year are aggregated.

A 10% penalty tax also will apply to the taxable portion of most
distributions from a policy that is a modified endowment contract. The penalty
tax will not, however, apply:

. to taxpayers 59 1/2years of age or older;

. in the case of a disability (as defined in the Code); or

. to distributions received as part of a series of substantially equal
periodic annuity payments for the life (or life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the
taxpayer and his or her beneficiary.

If your Policy ends after a grace period while there is a Policy loan, the
cancellation of the loan will be treated as a distribution to the extent not
previously treated as such and could be subject to tax, including the 10%
penalty tax, as described above. In addition, on the maturity date or upon a
full surrender, any excess of the proceeds we pay (including any amounts we use
to discharge any loan) over your basis in the Policy, will be subject to federal
income tax and, unless one of the above exceptions applies, the 10% penalty tax.

Distributions that occur during a Policy year in which your Policy becomes
a modified endowment contract, and during any subsequent Policy years, will be
taxed as described in the two preceding paragraphs. In addition, distributions
from a policy within two years before it becomes a modified endowment contract
also will be subject to tax in this manner. This means that a distribution made
from a policy that is not a modified endowment contract could later become
taxable as a distribution from a modified endowment contract.

Policy lapses and reinstatements. A Policy which has lapsed may have the
tax consequences described above, even though you may be able to reinstate that
Policy. For tax purposes, some reinstatements may be treated as the purchase of
a new insurance contract.

Taxation of Exchange Option. You can split the policy into two other single
life insurance policies under some circumstances. A policy split could have
adverse tax consequences if it is not treated as a nontaxable exchange under
Section 1035 of the Code. This could include, among other things, recognition as
taxable income an amount up to any gain in the Policy at the time of the
exchange.

Diversification. Under Section 817(h) of the Code, the Treasury Department
has issued regulations that implement investment diversification requirements.
Our failure to comply with these regulations would disqualify your Policy as a
life insurance policy under Section 7702 of the Code. If this were to occur, you
would be subject to federal income tax on the income under the Policy for the
period of the disqualification and for subsequent periods. Also, if the insured
person died during such period of disqualification or subsequent periods, a
portion of the death benefit proceeds would be taxable to the beneficiary.
Separate Account VL-R, through the Mutual Funds, intends to comply with these
requirements. Although we do not have direct control over the investments or
activities of the Mutual Funds, we will enter into agreements with them
requiring the Mutual Funds to comply with the diversification requirements of
the Section 817(h) Treasury Regulations.

The Treasury Department has stated that it anticipates the issuance of
guidelines prescribing the circumstances in which the ability of a policy owner
to direct his or her investment to particular Mutual Funds within Separate
Account VL-R may cause the policy owner, rather than the insurance company, to
be treated as the owner of the assets in the account. Due to the lack of
specific guidance on investor control, there is some uncertainty about when a
policy owner is considered the owner of the assets for tax purposes. If you were
considered the owner of the assets of Separate Account VL-R, income and gains
from the account would be included in your gross income for federal income tax
purposes. Under current law, however, we believe that AGL, and not the owner of
a Policy, would be considered the owner of the assets of Separate Account VL-R.

Estate and generation skipping taxes. If the insured person is the Policy's
owner, the death benefit under the Policy will generally be includable in the
owner's estate for purposes of federal estate tax. If the owner is not the
insured person, under certain conditions, only an amount approximately equal to
the cash surrender value of the Policy would be includable. The federal estate
tax is integrated with the federal gift tax under a unified rate schedule and
unified credit. The Taxpayer Relief Act of 1997 gradually raises the credit to
$1,000,000. In addition, an unlimited marital deduction may be available for
federal estate tax purposes.

As a general rule, if a "transfer" is made to a person two or more
generations younger than the Policy's owner, a generation skipping tax may be
payable at rates similar to the maximum estate tax rate in effect at the time.
The generation skipping tax provisions generally apply to "transfers" that would
be subject to the gift and estate tax rules. Individuals are generally allowed
an aggregate generation skipping tax exemption of $1 million. Because these
rules are complex, you should consult with a qualified tax adviser for specific
information, especially where benefits are passing to younger generations.

The particular situation of each policy owner, insured person or
beneficiary will determine how ownership or receipt of Policy proceeds will be
treated for purposes of federal estate and generation skipping taxes, as well as
state and local estate, inheritance and other taxes.

Life insurance in split dollar arrangements. The IRS has released a
technical advice memorandum ("TAM") on the taxability of insurance policies used
in certain split dollar arrangements. A TAM provides advice as to the internal
revenue laws, regulations, and related statutes with respect to a specified set
of facts and a specified taxpayer. In the TAM, among other things, the IRS
concluded that an employee was subject to current taxation on the excess of the
cash surrender value of the policy over the premiums to be returned to the
employer. Purchasers of life insurance policies to be used in split dollar
arrangements are strongly advised to consult with a qualified tax adviser to
determine the tax treatment resulting from such an arrangement.

Pension and profit-sharing plans. If a life insurance policy is purchased
by a trust or other entity that forms part of a pension or profit-sharing plan
qualified under Section 401(a) of the Code for the benefit of participants
covered under the plan, the federal income tax treatment of such policies will
be somewhat different from that described above.

The reasonable net premium cost for such amount of insurance that is
purchased as part of a pension or profit-sharing plan is required to be included
annually in the plan participant's gross income. This cost (generally referred
to as the "P.S. 58" cost) is reported to the participant annually. If the plan
participant dies while covered by the plan and the policy proceeds are paid to
the participant's beneficiary, then the excess of the death benefit over the
policy's accumulation value will not be subject to federal income tax. However,
the policy's accumulation value will generally be taxable to the extent it
exceeds the participant's cost basis in the policy. The participant's cost basis
will generally include the costs of insurance previously reported as income to
the participant. Special rules may apply if the participant had borrowed from
the policy or was an owner-employee under the plan.

There are limits on the amounts of life insurance that may be purchased on
behalf of a participant in a pension or profit-sharing plan. Complex rules, in
addition to those discussed above, apply whenever life insurance is purchased by
a tax qualified plan. You should consult a qualified tax adviser.

Other employee benefit programs. Complex rules may also apply when a policy
is held by an employer or a trust, or acquired by an employee, in connection
with the provision of other employee benefits. These policy owners must consider
whether the policy was applied for by or issued to a person having an insurable
interest under applicable state law and with the insured person's consent. The
lack of an insurable interest or consent may, among other things, affect the
qualification of the policy as life insurance for federal income tax purposes
and the right of the beneficiary to receive a death benefit.

ERISA. Employers and employer-created trusts may be subject to reporting,
disclosure and fiduciary obligations under the Employee Retirement Income
Security Act of 1974, as amended. You should consult a qualified legal adviser.

Our taxes. We report the operations of Separate Account VL-R in our federal
income tax return, but we currently pay no income tax on Separate Account VL-R's
investment income and capital gains, because these items are, for tax purposes,
reflected in our variable life insurance policy reserves. We currently make no
charge to any Separate Account VL-R division for taxes. We reserve the right to
make a charge in the future for taxes incurred; for example, a charge to
Separate Account VL-R for income taxes we incur that are allocable to the
Policy.

We may have to pay state, local or other taxes in addition to applicable
taxes based on premiums. At present, these taxes are not substantial. If they
increase, we may make charges for such taxes when they are attributable to
Separate Account VL-R or allocable to the Policy.

Certain Mutual Funds in which your accumulation value is invested may elect
to pass through to AGL 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.

When we withhold income taxes. Generally, unless you provide us with an
election to the contrary before we make the distribution, we are required to
withhold income tax from any proceeds we distribute as part of a taxable
transaction under your Policy. In some cases, where generation skipping taxes
may apply, we may also be required to withhold for such taxes unless we are
provided satisfactory written notification that no such taxes are due.

In the case of non-resident aliens who own a Policy, the withholding rules
may be different. With respect to distributions from modified endowment
contracts, non-resident aliens are generally subject to federal income tax
withholding at a statutory rate of 30% of the distributed amount. In some cases,
the non-resident alien may be subject to lower or even no withholding if the
United States has entered into a tax treaty with his or her country of
residence.

Tax changes. The U.S. Congress frequently considers legislation that, if
enacted, could change the tax treatment of life insurance policies. In addition,
the Treasury Department may amend existing regulations, issue regulations on the
qualification of life insurance and modified endowment contracts, or adopt new
interpretations of existing law. State and local tax law or, if you are not a
U.S. citizen and resident, foreign tax law, may also affect the tax consequences
to you, the insured person or your beneficiary, and are subject to change. Any
changes in federal, state, local or foreign tax law or interpretation could have
a retroactive effect. We suggest you consult a qualified tax adviser.

Voting Privileges

We are the legal owner of the Funds' shares held in Separate Account VL-R.
However, you may be asked to instruct us how to vote the Fund shares held in the
various Mutual Funds and attributable to your Policy at meetings of shareholders
of the Funds. The number of votes for which you may give directions will be
determined as of the record date for the meeting. The number of votes that you
may direct related to a particular Fund is equal to (a) your accumulation value
invested in that Fund divided by (b) the net asset value of one share of that
Fund. Fractional votes will be recognized.

We will vote all shares of each Fund that we hold of record, including any
shares we own on our own behalf, in the same proportions as those shares for
which we have received instructions from owners participating in that Fund
through Separate Account VL-R.

If you are asked to give us voting instructions, we will send you the proxy
material and a form for providing such instructions. Should we determine that we
are no longer required to send the owner such materials, we will vote the shares
as we determine in our sole discretion.

In certain cases, we may disregard instructions relating to changes in a
Fund's investment manager or its investment policies. We will advise you if we
do and explain the reasons in our next report to policy owners. AGL reserves the
right to modify these procedures in any manner that the laws in effect from time
to time allow.

Your Beneficiary

You name your beneficiary when you apply for a Policy. The beneficiary is
entitled to the insurance benefits of the Policy. You may change the beneficiary
during the lifetime of the insured person. We also require the consent of any
irrevocably named beneficiary. A new beneficiary designation is effective as of
the date you sign it, but will not affect any payments we may make before we
receive it. If no beneficiary is living when the insured person dies, we will
pay the insurance proceeds to the owner or the owner's estate.

Assigning Your Policy

You may assign (transfer) your rights in a Policy to someone else as
collateral for a loan or for some other reason. We will not be bound by an
assignment unless it is received in writing. You must provide us with two copies
of the assignment. We are not responsible for any payment we make or any action
we take before we receive a complete notice of the assignment in good order. We
are also not responsible for the validity of the assignment. An absolute
assignment is a change of ownership. Because there may be unfavorable tax
consequences, including recognition of taxable income and the loss of income
tax-free treatment for any death benefit payable to the beneficiary, you should
consult a qualified tax adviser before making an assignment.

More About Policy Charges

Purpose of our charges. The charges under the Policy are designed to cover,
in total, our direct and indirect costs of selling, administering and providing
benefits under the Policy. They are also designed, in total, to compensate us
for the risks we assume and services that we provide under the Policy. These
include:

. mortality risks (such as the risk that insured persons will, on average,
die before we expect, thereby increasing the amount of claims we must
pay);

. sales risks (such as the risk that the number of Policies we sell and
the premiums we receive net of withdrawals, are less than we expect,
thereby depriving us of expected economies of scale);

. regulatory risks (such as the risk that tax or other regulations may be
changed in ways adverse to issuers of variable life insurance policies);
and

. expense risks (such as the risk that the costs of administrative
services that the Policy requires us to provide will exceed what we
currently project).

The current monthly insurance charge has been designed primarily to provide
funds out of which we can make payments of death benefits under the Policy as
the insured person dies.

If the charges that we collect from the Policy exceed our total costs in
connection with the Policy, we will earn a profit. Otherwise we will incur a
loss.

Although the paragraphs above describe the primary purposes for which
charges under the Policies have been designed, these purposes are subject to
considerable change over the life of a Policy. We can retain or use the revenues
from any charge for any purpose.

Gender neutral policies. Congress and the legislatures of various states
have from time to time considered legislation that would require insurance rates
to be the same for males and females of the same age, premium class and tobacco
user status. In addition, employers and employee organizations should consider,
in consultation with counsel, the impact of Title VII of the Civil Rights Act of
1964 on the purchase of life insurance policies in connection with an
employment-related insurance or benefit plan. In a 1983 decision, the United
States Supreme Court held that, under Title VII, optional annuity benefits under
a deferred compensation plan could not vary on the basis of gender.

Cost of insurance rates. Because of specified amount increases, different
cost of insurance rates may apply to different increments of specified amount
under your Policy. If so, we attribute your accumulation value proportionately
to each increment of specified amount to compute our net amount at risk. See
"Monthly insurance charge" on page ___.

Certain arrangements. Most of the distributors or advisers of the Mutual
Funds listed on page 1 of this prospectus make certain payments to us, on a
quarterly basis, for certain administrative, Policy, and policy owner support
expenses. These amounts will be reasonable for the services performed and are
not designed to result in a profit. These amounts are paid by the distributors
or the advisers, and will not be paid by the Mutual Funds, the divisions or
Policy owners. No payments have yet been made under these arrangements, because
the number of Policies issued does not require a payment.

Effective Date of Policy and Related Transactions

Valuation dates, times, and periods. We compute values under a Policy on
each day that the New York Stock Exchange is open for business. We call each
such day a "valuation date" or a "business day."

We compute policy values as of 3:00 p.m., Central time, on each valuation
date. We call this our "close of business." We call the time from the close of
business on one valuation date to the close of business of the next valuation
date a "valuation period."

Date of receipt. Generally we consider that we have received a premium
payment or another communication from you on the day we actually receive it in
full and proper order at our Home Office. If we receive it after the close of
business on any valuation date, however, we consider that we have received it on
the day following that valuation date.

Commencement of insurance coverage. After you apply for a Policy, it can
sometimes take up to several weeks for us to gather and evaluate all the
information we need to decide whether to issue a Policy to you and, if so, what
the insured person's premium class should be. We will not pay a death benefit
under a Policy unless (a) it has been delivered to and accepted by the owner and
at least the initial premium has been paid, and (b) at the time of such delivery
and payment, there have been no adverse developments in the insured person's
health or risk of death. However, if you pay at least the minimum first premium
payment with your application for a Policy, we will provide temporary coverage
of up to $300,000 provided the insured person meets certain medical and risk
requirements. The terms and conditions of this coverage are described in our
"Limited Temporary Life Insurance Agreement." You can obtain a copy from our
Home Office by writing to the address shown on the first page of this prospectus
or from your AGL representative.

Date of issue; Policy months and years. We prepare the Policy only after we
approve an application for a Policy and assign an appropriate premium class. The
day we begin to deduct charges will appear on page ___ of your Policy and is
called the "Date of Issue." Policy months and years are measured from the date
of issue. To preserve a younger age at issue for the insured person, we may
assign a date of issue to a Policy that is up to 6 months earlier than otherwise
would apply.

Monthly deduction days. Each charge that we deduct monthly is assessed
against your accumulation value at the close of business on the date of issue
and at the end of each subsequent valuation period that includes the first day
of a Policy month. We call these "monthly deduction days."

Commencement of investment performance. We begin to credit an investment
return to the accumulation value resulting from your initial premium payment on
the later of (a) the date of issue, or (b) the date all requirements needed to
place the Policy in force have been satisfied, including underwriting approval
and receipt in the Home Office of the necessary premium. In the case of a
back-dated Policy, we do not credit an investment return to the accumulation
value resulting from your initial premium payment until the date stated in (b)
above.

Effective date of other premium payments and requests that you make.
Premium payments (after the first) and transactions made in response to your
requests and elections are generally effected at the end of the valuation period
in which we receive the payment, request or election and based on prices and
values computed as of that same time. Exceptions to this general rule are as
follows:

. Increases you request in the specified amount of insurance,
reinstatements of a Policy that has lapsed, and changes in death benefit
option take effect on the Policy's monthly deduction day on or next
following our approval of the transaction;

. We may return premium payments, make a partial surrender or reduce the
death benefit if we determine that such premiums would cause your Policy
to become a modified endowment contract or to cease to qualify as life
insurance under federal income tax law or exceed the maximum net amount
at risk;

. If you exercise the right to return your Policy described on the second
page of this prospectus, your coverage will end when you mail us your
Policy or deliver it to your AGL representative; and

. If you pay a premium in connection with a request which requires our
approval, your payment will be applied when received rather than
following the effective date of the change requested so long as your
coverage is in force and the amount paid will not cause you to exceed
premium limitations under the Code. If we do not approve your request,
no premium will be refunded to you except to the extent necessary to
cure any violation of the maximum premium limitations under the Code. We
will not apply this procedure to premiums you pay in connection with
reinstatement requests.

More About the Death Benefit

Base coverage and supplemental coverage. The amount of insurance coverage
you select at the time you apply to purchase a Policy is called the specified
amount. The specified amount is the total of two types of coverage: your "base
coverage" and "supplemental coverage," if any, that you select. You decide how
much base coverage and how much supplemental coverage you want, as long as the
total is not less than the minimum of $50,000 and at least 10% of the total is
base coverage when you purchase the Policy. The percentage that your base
coverage represents of your specified amount will not change whenever you
decrease the specified amount. You can, however, change the percentage of base
coverage when you increase the specified amount, but at least 10% of the total
specified amount after the increase must be base coverage. You can choose to
have only base coverage. You can use the mix of base and supplemental coverage
to emphasize your own objectives. Here are the features about supplemental
coverage that differ from base coverage:

. In general, the larger percentage of supplemental coverage you choose
when your Policy is issued, the shorter the time the guarantee period
benefit will be in force;

. Supplemental coverage has no surrender charges;

. The monthly insurance charge for supplemental coverage is always equal
to or less than the monthly insurance charge for an equivalent amount of
base coverage; and

. We do not collect the monthly charge for each $1,000 of specified amount
that is attributable to supplemental coverage.

Generally, if you choose supplemental coverage instead of base coverage, you
will reduce your total charges and increase your accumulation value on a current
charge basis. The more supplemental coverage you elect, the greater the amount
of the reduction in charges and increase in accumulation value will be, on a
current charge basis. Keep in mind, however, that our guarantee of a minimum
death benefit (through the guarantee period benefit) may be essential to your
planning. If this is the case, you may wish to maximize the percentage amount of
base coverage you purchase. Policy owner objectives differ. Therefore, before
deciding how much, if any, supplemental coverage you should have, you should
discuss with your AGL representative what you believe to be your own objectives.
Your representative can provide you with further information and Policy
illustrations showing how your selection of base and supplemental coverage can
affect your Policy values under different assumptions. You can then decide what
is to be your mix of base and supplemental coverage.

More About Our Declared Fixed Interest Account Option

Our general account. Our general account assets are all of our assets that
we do not hold in legally segregated separate accounts. Our general account
supports our obligations to you under your Policy's declared fixed interest
account option. Because of applicable exemptions, no interest in this option has
been registered under the Securities Act of 1933, as amended. Neither our
general account or our declared fixed interest account is an investment company
under the Investment Company Act of 1940. We have been advised that the staff of
the SEC has not reviewed the disclosures that are included in this prospectus
for your information about our general account or our declared fixed interest
account option. Those disclosures, however, may be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in prospectuses.

How we declare interest. We can at any time change the rate of interest we
are paying on any accumulation value allocated to our declared fixed interest
account option, but it will always be at an effective annual rate of at least
4%.

Under these procedures, it is likely that at any time different interest
rates will apply to different portions of your accumulation value, depending on
when each portion was allocated to our declared fixed interest account option.
Any charges, partial surrenders, or loans that we take from any accumulation
value that you have in our declared fixed interest account option will be taken
from each portion in reverse chronological order based on the date that
accumulation value was allocated to this option.

Distribution of the Policies

American General Securities Incorporated ("AGSI") is the principal
underwriter of the Policies. AGSI is a wholly-owned subsidiary of AGL. AGL, in
turn, is a wholly-owned subsidiary of American General Corporation ("American
General"). AGSI's principal office is at 2727 Allen Parkway, Houston, Texas
77019. AGSI was organized as a Texas corporation on March 8, 1983 and is a
registered broker-dealer under the Securities Exchange Act of 1934, as amended
("1934 Act") and is a member of the National Association of Securities Dealers,
Inc. ("NASD"). AGSI is also the principal underwriter for AGL's Separate
Accounts A and D, Separate Accounts USL VA-R and USL VL-R of The United States
Life Insurance Company in the City of New York ("USL"), and Separate Account E
of American General Life Insurance Company of New York ("AGNY"). USL is an
affiliate of AGL and AGNY is a wholly-owned subsidiary of AGL. These separate
accounts are registered investment companies. AGSI, as the principal
underwriter, is not paid any fees on the Policies.

We and AGSI have sales agreements with various broker-dealers and banks
under which the Policies will be sold by registered representatives of the
broker-dealers or employees of the banks. These registered representatives and
employees are also required to be authorized under applicable state regulations
as life insurance agents to sell variable life insurance. The broker-dealers are
ordinarily required to be registered with the SEC and must be members of the
NASD.

We pay compensation directly to broker-dealers and banks for promotion and
sales of the Policies. AGSI also has its own registered representatives who will
sell the Policies, and we will pay compensation to AGSI for these sales.

The compensation payable to broker-dealers or banks for sales of the
Policies may vary with the sales agreement, but is generally not expected to
exceed:

. 90% of the premiums paid in the first Policy year up to a "target"
amount;

. 3% of the premiums not in excess of the target amount paid in each of
Policy years two through 10;

. 3% of the premiums in excess of the target amount paid in each of Policy
years one through 10;

. 0.25% of the Policy's accumulation value (reduced by any outstanding
loans) in the investment options in each of Policy years two through 20;
and

. 0.15% of the Policy's accumulation value (reduced by any outstanding
loans) in the investment options in each Policy year after Policy year
20.

The target amount is an amount of level annual premium that would be
necessary to support the benefits under your Policy, based on certain
assumptions that we believe are reasonable. For this purpose, we exclude any
supplemental coverage and, therefore, the target premium is reduced
proportionately by the amount of supplemental coverage.

The maximum value of any alternative amounts we may pay for sales of the
Policies is expected to be equivalent over time to the amounts described above.
For example, we may pay a broker-dealer compensation in a lump sum which will
not exceed the aggregate compensation described above.

We pay a comparable amount of compensation to the broker-dealers or banks
with respect to any increase in the specified amount of coverage that you
request. In addition, we may pay broker-dealers or banks expense allowances,
bonuses, wholesaler fees and training allowances.

We pay the compensation directly to AGSI or any other selling broker-dealer
firm or bank. We pay the compensation from our own resources which does not
result in any additional charge to you that is not described beginning on page
__. Each broker-dealer firm or bank, in turn, may compensate its registered
representative or employee who acts as agent in selling you a Policy.

We sponsor a non-qualified deferred compensation plan ("Plan") for our
insurance agents. Some of our agents are registered representatives of AGSI and
sell the Policies. These agents may, subject to regulatory approval, receive
benefits under the Plan when they sell the Policies. The benefits are deferred
and the Plan terms may result in the agent never receiving the benefits. The
Plan provides for a varying amount of benefits annually. We have the right to
change the Plan in ways that affect the amount of benefits earned each year.

Payment of Policy Proceeds

General. We will pay any death benefit, maturity benefit, cash surrender
value or loan proceeds within seven days after we receive the last required form
or request (and any other documents that may be required for payment of a death
benefit). If we do not have information about the desired manner of payment
within 60 days after the date we receive notification of the insured person's
death, we will pay the proceeds as a single sum, normally within seven days
thereafter.

Delay of declared fixed interest account option proceeds. We have the
right, however, to defer payment or transfers of amounts out of our declared
fixed interest account option for up to six months. If we delay more than 30
days in paying you such amounts, we will pay interest of at least 3% a year from
the date we receive all items we require to make the payment.

Delay for check clearance. We reserve the right to defer payment of that
portion of your accumulation value that is attributable to a payment made by
check for a reasonable period of time (not to exceed 15 days) to allow the check
to clear the banking system.

Delay of Separate Account VL-R proceeds. We reserve the right to defer
payment of any death benefit, loan or other distribution that comes from that
portion of your accumulation value that is allocated to Separate Account VL-R,
if:

. the New York Stock Exchange is closed other than customary weekend and
holiday closings, or trading on the New York Stock Exchange is
restricted;

. 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 accumulation value; or

. the SEC by order permits the delay for the protection of owners.

Transfers and allocations of accumulation value among the investment
options may also be postponed under these circumstances. If we need to defer
calculation of Separate Account VL-R values for any of the foregoing reasons,
all delayed transactions will be processed at the next values that we do
compute.

Delay to challenge coverage. We may challenge the validity of your
insurance Policy based on any material misstatements in your application or any
application for a change in coverage. However,

. We cannot challenge the Policy after it has been in effect, during the
insured person's lifetime, for two years from the date the Policy was
issued or restored after termination. (Some states may require that we
measure this time in some other way.)

. We cannot challenge any Policy change that requires evidence of
insurability (such as an increase in specified amount) after the change
has been in effect for two years during the insured person's lifetime.

. We cannot challenge an additional benefit rider that provides benefits
if the insured person becomes totally disabled, after two years from the
later of the Policy's date of issue or the date the additional benefit
rider becomes effective.

Adjustments to Death Benefit

Suicide. If the insured person commits suicide during the first two Policy
years, we will limit the death benefit proceeds to the total of all premiums
that have been paid to the time of death minus any outstanding Policy loans
(plus credit for any unearned interest) and any partial surrenders.

A new two year period begins if you increase the specified amount. You can
increase the specified amount only if the insured person is living at the time
of the increase. In this case, if the insured person commits suicide during the
first two years following the increase, we will refund the

monthly insurance deductions attributable to the increase. The death benefit
will then be based on the specified amount in effect before the increase.

Some states require that we compute these periods for noncontestability
differently following a suicide.

Wrong age or gender. If the age or gender of the insured person was
misstated on your application for a Policy (or for any increase in benefits), we
will adjust any death benefit to be what the monthly insurance charge deducted
for the current month would have purchased based on the correct information.

Death during grace period. We will deduct from the insurance proceeds any
monthly charges that remain unpaid because the insured person died during a
grace period.

Additional Rights That We Have

We have the right at any time to:

. transfer the entire balance in an investment option in accordance with
any transfer request you make that would reduce your accumulation value
for that option to below $500;

. transfer the entire balance in proportion to any other investment
options you then are using, if the accumulation value in an investment
option is below $500 for any other reason;

. end the automatic rebalancing feature if your accumulation value falls
below $5,000;

. change the underlying Mutual Fund that any investment option uses;

. add, delete or limit investment options, combine two or more investment
options, or withdraw assets relating to the Policies from one investment
option and put them into another;

. operate Separate Account VL-R under the direction of a committee or
discharge such a committee at any time;

. change our underwriting and premium class guidelines;

. operate Separate Account VL-R, or one or more investment options, in any
other form the law allows, including a form that allows us to make
direct investments. Separate Account VL-R may be charged an advisory fee
if its investments are made directly rather than through another
investment company. In that case, we may make any legal investments we
wish; or

. make other changes in the Policy that in our judgment are necessary or
appropriate to ensure that the Policy continues to qualify for tax
treatment as life insurance, or that do not reduce any cash surrender
value, death benefit, accumulation value, or other accrued rights or
benefits.

You will be notified as required by law if there are any material changes
in the underlying investments of an investment option that you are using. We
intend to comply with all applicable laws in making any changes and, if
necessary, we will seek policy owner approval.

Performance Information

From time to time, we may quote performance information for the divisions
of Separate Account VL-R in advertisements, sales literature, or reports to
owners or prospective investors.

We may quote performance information in any manner permitted under
applicable law. We may, for example, present such information as a change in a
hypothetical owner's cash value or death benefit. We also may present the yield
or total return of the division based on a hypothetical investment in a Policy.
The performance information shown may cover various periods of time, including
periods beginning with the commencement of the operations of the division or the
Mutual Funds in which it invests. The performance information shown may reflect
the deduction of one or more charges, such as the premium charge, and we
generally expect to exclude costs of insurance charges because of the individual
nature of these charges.

We may compare a division's performance to that of other variable life
separate accounts or investment products, as well as to generally accepted
indices or analyses, such as those provided by research firms and rating
services. In addition, we may use performance ratings that may be reported
periodically in financial publications, such as Money Magazine, Forbes, Business
Week, Fortune, Financial Planning and The Wall Street Journal. We also may
advertise ratings of AGL's financial strength or claims-paying ability as
determined by firms that analyze and rate insurance companies and by nationally
recognized statistical rating organizations.

Performance information for any division reflects the performance of a
hypothetical Policy and is not illustrative of how actual investment performance
would affect the benefits under your Policy. You should not consider such
performance information to be an estimate or guarantee of future performance.

Our Reports to Policy Owners

Shortly after the end of each Policy year, we will mail you a report that
includes information about your Policy's current death benefit, accumulation
value, cash surrender value and policy loans. We will send you notices to
confirm premium payments, transfers and certain other Policy transactions. We
will mail to you at your last known address of record, these and any other
reports

and communications required by law. You should give us prompt written notice of
any address change.

AGL's Management

The directors, executive officers, and (to the extent responsible for
variable life operations) the other principal officers of AGL are listed below.

Name Business Experience Within Past Five Years
- ------------------------ -------------------------------------------------

Rodney O. Martin, Jr. Director of American General Life Insurance
Company since August 1996. Chairman of the Board
and CEO of American General Life Insurance
Company since April 2000. President and CEO
(August 1996-July 1998). President of American
General Life Insurance Company of New York
(November 1995-August 1996). Vice President
Agencies, with Connecticut Mutual Life Insurance
Company, Hartford, Connecticut (1990-1995).

Donald W. Britton Director of the Board of American General Life
Insurance Company since April 1999. President of
American General Life Insurance Company since
April 2000. President of First Colony Life,
Lynchburg, Virginia (1996 - April 1999) and
Executive Vice President of First Colony Life
(1992 - 1996).

David A. Fravel Director of American General Life Insurance
Company since November 1996. Elected Executive
Vice President in April 1998. Previously held
position of Senior Vice President of American
General Life Insurance Company since November
1996. Senior Vice President of Massachusetts
Mutual, Springfield, Missouri (March 1996-June
1996); Vice President, New Business, Connecticut
Mutual Life Insurance Company, Hartford,
Connecticut (December 1978-March 1996).

David L. Herzog Director, Executive Vice President and Chief
Financial Officer of American General Life
Insurance Company since March 2000. Vice
President of General American, St. Louis,
Missouri (June 1991 - February 2000).

John V. LaGrasse Director of American General Life Insurance
Company since August 1996. Chief Technology
Officer of American General Life Insurance
Company since April, 2000. Elected Executive Vice
President in July 1998. Previously held position
of Senior Vice President of American General Life
Insurance Company since August 1996. Director of
Citicorp Insurance Services, Inc., Dover,
Delaware (1986-1996).

Paul L. Mistretta Executive Vice President of American General Life
Insurance Company since July 1999. Senior Vice
President of First Colony Life Insurance,
Lynchburg, Virginia (1992 - July 1999).

Brian D. Murphy Executive Vice President of American General Life
Insurance Company since July 1999. Previously
held position of Senior Vice President-Insurance
Operations of American General Life Insurance
Company since April 1998. Vice President-Sales,
Phoenix Home Life, Hartford, CT (January 1997-
April 1998). Vice President of Underwriting and
Issue, Phoenix Home Life (July 1994-January
1997). Various positions with Mutual of New York,
Syracuse, NY, including Agent, Agency Manager,
Marketing Life and Disability Income Underwriting
Management, (1978-July 1994).

Don M. Ward Executive Vice President of American General Life
Insurance Company since April 2000. Senior Vice
President of American General Life Insurance
Company since February 1998. Vice President of
Pacific Life Insurance Company, Newport Beach, CA
(1991-February 1998).

Thomas M. Zurek Director and Executive Vice President of American
General Life Insurance Company since April 1999.
Elected General Counsel in December 1998.
Previously held various positions with American
General Life Insurance Company including Senior
Vice President since December 1998 and Vice
President since October 1998. In February 1998
named as Senior Vice President and Deputy General
Counsel of American General Corporation. Attorney
Shareholder with Nyemaster, Goode, Voigts, West,
Hansell & O'Brien, Des Moines, Iowa (June 1992 -
February 1998).

Wayne A. Barnard Senior Vice President of American General Life
Insurance Company since November 1997. Previously
held various positions with American General Life
Insurance Company including Vice President since
February 1991.

Robert M. Beuerlein Senior Vice President and Chief Actuary of
American General Life Insurance Company since
September 1999. Previously held position of Vice
President of American General Life Insurance
Company since December 1998. Director, Senior
Vice President and Chief Actuary of The Franklin
Life Insurance Company, Springfield, Illinois
(January 1991 - June 1999).

William Guterding Senior Vice President of American General Life
Insurance Company since April 1999. Senior Vice
President and Chief Underwriting Officer of The
United States Life Insurance Company in the City
of New York since October, 1980.

Robert F. Herbert, Jr. Senior Vice President and Treasurer of American
General Life Insurance Company since May 1996,
and Controller since February 1991.

Simon J. Leech Senior Vice President for American General Life
Insurance Company since July 1997. Previously
held various positions with American General Life
Insurance Company since 1981, including Director
of Policy Owners' Service Department in 1993, and
Vice President-Policy Administration in 1995.

Royce G. Imhoff, II Director for American General Life Insurance
Company since November 1997. Previously held
various positions with American General Life
Insurance Company including Vice President since
August 1996 and Regional Director since 1992.

The principal business address of each person listed above is our Home
Office; except that the street number for Messrs. Fravel, LaGrasse, Martin,
Herzog, Britton, Mistretta, Barnard and Zurek is 2929 Allen Parkway, the street
number for Mr. Ward is 2727 Allen Parkway, the street number for Mr. Guterding
is 125 Maiden Lane, New York, New York.

Principal Underwriter's Management

The directors and principal officers of the principal underwriter are:

Position and Offices
with Underwriter,
Name and Principal American General
Business Address Securities Incorporated
- ------------------ -----------------------

F. Paul Kovach, Jr. Director and Chairman,
American General Securities Incorporated President and Chief Executive Officer
2727 Allen Parkway
Houston, TX 77019

Rodney O. Martin, Jr. Director and Vice Chairman
American General Life Companies
2929 Allen Parkway
Houston, TX 77019

Donald W. Britton Director and Assistant
American General Life Companies Vice President
2929 Allen Parkway
Houston, TX 77019

Royce G. Imhoff, II Director
American General Life Companies
2727-A Allen Parkway
Houston, Texas 77019

Alice T. Kane Director
American General Retirement Services
125 Maiden Lane
New York, New York 10038

John A. Kalbaugh Vice President -
American General Life Companies Chief Marketing Officer
2727 Allen Parkway
Houston, TX 77019

Sander J. Ressler Vice President,
2727 Allen Parkway Chief Compliance Officer and
Houston, TX 77019 Secretary

Don M. Ward Vice President
American General Life Companies
2727 Allen Parkway
Houston, TX 77019

Pauletta P. Cohn Assistant Secretary
American General Life Companies
2727 Allen Parkway
Houston, TX 77019

Robert F. Herbert, Jr. Assistant Treasurer
American General Life Companies
2727-A Allen Parkway
Houston, Texas 77019

D. Lynne Walters Assistant Tax Officer
2929 Allen Parkway
Houston, TX 77019

Legal Matters

We are not involved in any legal proceedings that would be considered
material with respect to a policy owner's interest in Separate Account VL-R.
Pauletta P. Cohn, Esquire, Deputy General Counsel of the American General Life
Companies, an affiliate of AGL, has opined as to the validity of the Policies.

Independent Auditors

The financial statements of AGL included in this prospectus have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
appearing elsewhere in this prospectus. Such financial statements have been
included in this prospectus in reliance upon the report of Ernst & Young LLP
given upon the authority of such firm as experts in accounting and auditing.
Ernst & Young LLP is located at One Houston Center, 1221 McKinney, Suite 2400,
Houston, Texas 77010-2007.

Actuarial Expert

Actuarial matters have been examined by Robert M. Beuerlein who is Senior
Vice President and Chief Actuary of AGL. His opinion on actuarial matters is
filed as an exhibit to the registration statement we have filed with the SEC in
connection with the Policies.

Services Agreement

American General Life Companies ("AGLC") is party to an existing general
services agreement with AGL. AGLC, an affiliate of AGL, is a corporation
incorporated in Delaware on November 24, 1997. Pursuant to this agreement, AGLC
provides services to AGL, including most of the administrative, data processing,
systems, customer services, product development, actuarial, auditing, accounting
and legal services for AGL and the Policies.

Certain Potential Conflicts

The Mutual Funds sell shares to separate accounts of insurance companies
(and may sell in the future, certain qualified plans), both affiliated and not
affiliated with AGL. We currently do not foresee any disadvantages to you
arising out of such sales. Differences in treatment under tax and other laws, as
well as other considerations, could cause the interests of various owners to
conflict. For example, violation of the federal tax laws by one separate account
investing in the Funds could cause the contracts funded through another separate
account to lose their tax-deferred status, unless remedial action were taken.
However, each Mutual Fund has advised us that its board of trustees (or
directors) intends to monitor events to identify any material irreconcilable
conflicts that possibly may arise and to determine what action, if any, should
be taken in response. If we believe that a Fund's response to any such event
insufficiently protects our policy owners, we will see to it that appropriate
action is taken to do so as well as report any material irreconcilable conflicts
that we know exist to each Mutual Fund as soon as a conflict arises. If it
becomes necessary for any separate account to replace shares of any Mutual Fund
in which it invests, that Fund may have to liquidate securities in its portfolio
on a disadvantageous basis.

FINANCIAL STATEMENTS

The financial statements of AGL contained in this prospectus should be
considered to bear only upon the ability of AGL to meet its obligations under
the Policies. They should not be considered as bearing upon the investment
experience of Separate Account VL-R. No financial

statements of Separate Account VL-R are included because, at the date of this
prospectus, none of the Divisions of Separate Account VL-R were available under
the Policies.

[TO BE PROVIDED IN PRE-EFFECTIVE AMENDMENT]

Page to
Consolidated Financial Statements of See in this
American General Life Insurance Company Prospectus
- --------------------------------------- ----------

Unaudited consolidated Balance Sheets as of June 30, 2000.......... Q-1
Unaudited consolidated Income Statements for the six months
ended June 30, 2000.............................................. Q-3

Report of Ernst & Young, LLP Independent Auditors.................. F-1
Consolidated Balance Sheets as of December 31, 1999 and 1998....... F-2
Consolidated Income Statements for the years ended
December 31, 1999, 1998 and 1997................................. F-3
Consolidated Statements of Comprehensive Income
for the years ended December 31, 1999, 1998, and 1997............ F-4
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1999, 1998 and 1997........................... F-5
Consolidated Statements of Cash Flows for the years
ended December 31, 1999, 1998 and 1997........................... F-6
Notes to Consolidated Financial Statements......................... F-7

INDEX OF WORDS AND PHRASES

This index should help you to locate more information about some of the
terms and phrases used in this prospectus.

Page to
See in this
Defined Term Prospectus
- ------------ -----------

accumulation value...........................................
AGLC.........................................................
AGL..........................................................
amount at risk...............................................
automatic rebalancing........................................
base coverage................................................
basis........................................................
beneficiary..................................................
cash surrender value.........................................
cash value accumulation test.................................
close of business............................................
Code.........................................................
cost of insurance rates......................................
daily charge.................................................
date of issue................................................
death benefit................................................
declared fixed interest account option.......................
dollar cost averaging........................................
full surrender...............................................
Fund, Funds..................................................
grace period.................................................
guarantee period, guarantee period benefit...................
guideline premium test.......................................
insured person ..............................................
investment option............................................
lapse........................................................
loan, loan interest..........................................
maturity, maturity date......................................
modified endowment contract..................................
monthly deduction day........................................
monthly guarantee premium....................................
monthly insurance charge.....................................
Mutual Fund..................................................
option 1, 2..................................................
partial surrender............................................
payment option...............................................

Page to
See in this
Defined Term Prospectus
- ------------ -----------

planned periodic premium.....................................
Policy.......................................................
Policy loan..................................................
Policy month, year...........................................
premium classes..............................................
premium payments.............................................
reinstate, reinstatement.....................................
SEC..........................................................
separate account.............................................
Separate Account VL-R........................................
seven-pay test...............................................
specified amount.............................................
supplemental coverage........................................
surrender....................................................
telephone transactions.......................................
transfers....................................................
uninsurable..................................................
valuation date, period.......................................
variable investment option...................................

We have filed a registration statement relating to Separate Account VL-R
and the Policy with the SEC. The registration statement, which is required by
the Securities Act of 1933, includes additional information that is not required
in this prospectus. If you would like the additional information, you may obtain
it from the SEC's Website at http://www.sec.gov or main office in Washington,
D.C. You will have to pay a fee for the material.

You should rely only on the information contained in this prospectus or
sales materials we have approved. We have not authorized anyone to provide you
with information that is different. The policies are not available in all
states. This prospectus is not an offer in any state to any person if the offer
would be unlawful.

PART II

(OTHER INFORMATION)

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore, or hereafter duly adopted pursuant to
authority conferred in that section.

RULE 484 UNDERTAKING

American General Life Insurance Company's Bylaws provide in Article VII,
Section 1 for indemnification of directors, officers and employees of the
Company.

Insofar as indemnification for liability arising under the Securities Act
of 1933 (the "Act") 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.

REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A) OF THE INVESTMENT COMPANY ACT OF
1940

American General Life Insurance Company hereby represents that the fees and
charges deducted under the Policy, in the aggregate, are reasonable in relation
to the services rendered, the expenses expected to be incurred, and risks
assumed by American General Life Insurance Company.

II-1

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

The facing sheet.
Cross-Reference Table.
Prospectus, consisting of 55 pages of text.
The undertaking to file reports.
The Rule 484 undertaking.
Representation pursuant to Section 26(e)(2)(A).
The signatures.

The following exhibits:

1. Exhibits required by Article IX, paragraph A of Form N-8B-2:

(1)(a) Resolutions of Board of Directors of American General Life
Insurance Company authorizing the establishment of Separate
Account VL-R. (1)

(1)(b) Resolutions of Board of Directors of American General Life
Insurance Company authorizing the establishment of variable
life insurance standards of suitability and conduct. (1)

(2) Not applicable.

(3)(a) Amended and Restated Distribution Agreement between American
General Securities Incorporated and American General Life
Insurance Company effective October 15, 1998. (15)

(3)(b) Form of Selling Group Agreement. (6)

(3)(c) Schedule of Commissions (incorporated by reference from the
text included under the heading "Distribution of the Policies"
in the prospectus that is filed as part of this amended
Registration Statement).

(4) Not applicable.

(5) Form of "Platinum Investor III" Variable Universal Life
Insurance Policy (Policy Form No. 00600). (Filed herewith)

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

II-2

(6)(b) Bylaws of American General Life Insurance Company, adopted
January 22, 1992. (3)

(6)(c) Amendment to the Amended and Restated Articles of
Incorporation of American General Life Insurance Company,
effective July 13, 1995. (5)

(7) Not applicable.

(8)(a)(i) Form of Participation Agreement by and Among AIM Variable
Insurance Funds, Inc., AIM Distributors, Inc., American
General Life Insurance Company, on Behalf of Itself and its
Separate Accounts, and American General Securities
Incorporated. (6)

(8)(a)(ii) Form of Amendment Four to Participation Agreement by and
among AIM Variable Insurance Funds, Inc., AIM Distributors,
Inc., American General Life Insurance Company, on Behalf of
Itself and its Separate Accounts, and American General
Securities Incorporated. (16)

(8)(b)(i) Form of Participation Agreement by and between The Variable
Annuity Life Insurance Company, American General Life
Insurance Company, American General Series Portfolio Company
and American General Securities Incorporated. (10)

(8)(b)(ii) Amendment One to Participation Agreement by and between The
Variable Annuity Life Insurance Company, American General
Life Insurance Company, American General Series Portfolio
Company and American General Securities Incorporated dated
as of July 21, 1998. (8)

(8)(b)(iii) Form of Amendment Two to Participation Agreement by and
between The Variable Annuity Life Insurance Company,
American General Life Insurance Company, American General
Series Portfolio Company and American General Securities
Incorporated. (16)

(8)(c)(i) Form of Participation Agreement Between American General Life
Insurance Company, Dreyfus Variable Investment Fund, The
Dreyfus Socially Responsible Growth Fund, Inc. and Dreyfus
Life and Annuity Index Fund, Inc. (6)

(8)(c)(ii) Amendment One to Participation Agreement by and among
American General Life Insurance Company, Dreyfus Variable
Investment Fund, The Dreyfus Socially Responsible Growth
Fund, Inc. and Dreyfus Life and Annuity Index Fund, Inc.
dated December 1, 1998. (8)

II-3

(8)(c)(iii) Form of Amendment Two to Participation Agreement by and
among American General Life Insurance Company, Dreyfus
Variable Investment Fund, The Dreyfus Socially Responsible
Growth Fund, Inc. and Dreyfus Life and Annuity Index Fund,
Inc. (16)

(8)(d)(i) Form of Participation Agreement Among MFS Variable Insurance
Trust, American General Life Insurance Company and
Massachusetts Financial Services Company. (6)

(8)(d)(ii) Form of Amendment Four by and among MFS Variable Insurance
Trust, American General Life Insurance Company and
Massachusetts Financial Services Company. (16)

(8)(e)(i) Participation Agreement by and among American General Life
Insurance Company, American General Securities Incorporated,
Morgan Stanley Universal Funds, Inc., Morgan Stanley Asset
Management Inc., and Miller Anderson & Sherrerd LLP. (9)

(8)(e)(ii) Amendment One to Participation Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, Morgan Stanley Universal Funds,
Inc., Morgan Stanley Asset Management Inc., and Miller
Anderson & Sherrerd LLP. (11)

(8)(e)(iii) Form of Amendment Seven to Participation Agreement by and
among American General Life Insurance Company, American
General Securities Incorporated, Morgan Stanley Universal
Funds, Inc., Morgan Stanley Asset Management Inc., and
Miller Anderson & Sherrerd LLP. (16)

(8)(f) Form of Participation Agreement Among Putnam Variable Trust,
Putnam Mutual Funds Corp., and American General Life Insurance
Company. (6)

(8)(g)(i) Form of Participation Agreement Among American General Life
Insurance Company, American General Securities Incorporated,
SAFECO Resources Series Trust, and Safeco Securities, Inc. (6)

(8)(g)(ii) Form of Amendment Four to Participation Agreement Among
American General Life Insurance Company, American General
Securities Incorporated, SAFECO Resources Series Trust, and
Safeco Securities, Inc. (16)

(8)(h)(i) Amended and Restated Participation Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, Van Kampen American Capital Life
Investment Trust, Van Kampen American Capital Asset
Management, Inc., and Van Kampen American Capital
Distributors, Inc. (9)

II-4

(8)(h)(ii) Amendment One to Amended and Restated Participation Agreement
by and among American General Life Insurance Company,
American General Securities Incorporated, Van Kampen American
Capital Life Investment Trust, Van Kampen American Capital
Asset Management, Inc., and Van Kampen American Capital
Distributors, Inc. (8)

(8)(h)(iii) Form of Amendment Six to Amended and Restated Participation
Agreement by and among American General Life Insurance
Company, American General Securities Incorporated, Van
Kampen American Capital Life Investment Trust, Van Kampen
American Capital Asset Management, Inc., and Van Kampen
American Capital Distributors, Inc. (16)

(8)(i) Form of Shareholder Services Agreement by and between American
General Life Insurance Company and American Century Investment
Management, Inc. (15)

(8)(j)(i) Sales Agreement by and between American General Life Insurance
Company, Neuberger & Berman Advisors Management Trust and
Neuberger & Berman Management Incorporated. (15)

(8)(j)(ii) Form of Assignment and Modification Agreement by and between
Neuberger & Berman Management Incorporated and American
General Life Insurance Company. (15)

(8)(k) Form of Participation Agreement by and between American
General Life Insurance Company and AYCO Series Trust. (16)

(8)(l) Form of Participation Agreement by and between American
General Life Insurance Company and Janus Aspen Series. (16)

(8)(m) Form of Participation Agreement by and between American
General Life Insurance Company and J.P. Morgan Series Trust
II. (16)

(8)(n) Form of Participation Agreement by and between American
General Life Insurance Company, PIMCO Variable Insurance
Trust and PIMCO Funds Distributor LLC. (16)

(8)(o) Form of Participation Agreement by and between American
General Life Insurance Company and Vanguard Variable
Insurance Fund. (16)

II-5

(8)(p) Form of Participation Agreement by and between American
General Life Insurance Company, Warburg Pincus Trust, Credit
Suisse Asset Management, LLC and Credit Suisse Asset
Management Securities, Inc. (16)

(8)(q) Form of Participation Agreement by and between Variable
Insurance Products Fund II, Fidelity Distributors Corporation
and American General Life Insurance Company. (16)

(8)(r) Form of Administrative Services Agreement between American
General Life Insurance Company and fund distributor. (5)

(8)(s) Form of Administrative Services Agreement between American
General Life Insurance Company, Miller Anderson & Sherrard LLP
and Morgan Stanley Dean Witter Investment Management Inc. (16)

(8)(t) Form of Administrative Services Agreement between American
General Life Insurance Company and SAFECO Asset Management
Company. (16)

(8)(u) Administrative Services Agreement between American General
Life Insurance Company and Van Kampen Asset Management
Inc. (16)

(8)(v) Form of services agreement dated July 31, 1975, (limited to
introduction and first two recitals, and sections 1-3) among
various affiliates of American General Corporation, including
American General Life Insurance Company and American General
Life Companies. (7)

(8)(w) Administrative Services Agreement dated as of June 1, 1998,
between American General Life Insurance Company and AIM
Advisors, Inc. (4)

(8)(x) Administrative Services Agreement dated as of August 11, 1998,
between American General Life Insurance Company and The
Dreyfus Corporation. (4)

(8)(y) Amendment to Administrative Services Agreement dated as of
August 11, 1998, between American General Life Insurance
Company and The Dreyfus Corporation effective as of
December 1, 1998. (4)

(8)(z) Form of Administrative Services Agreement by and between AYCO
__________ and American General Life Insurance Company. (16)

(8)(aa) Form of Administrative Services Agreement by and between
American General Life Insurance Company and Morgan Guaranty
Trust Company of New York. (16)

II-6

(8)(bb) Form of Administrative Services Agreement by and between
American General Life Insurance Company and Neuberger & Berman
Management Incorporated. (15)

(8)(cc) Form of Services Agreement by and between American General
Life Insurance Company and Pacific Investment Management,
LLC (16)

(8)(dd) Form of Administrative Services Agreement by and between
American General Life Insurance Company and Credit Suisse
Asset Management, LLC. (16)

(9) Not applicable.

(10)(a) Single Insured Life Insurance Application - Part A. (13)

(10)(b) Single Insured Life Insurance Application - Part B. (13)

(10)(c) Medical Exam Form Life Insurance Application. (13)

(10)(d) Form of supplemental application for variable life insurance
issued by AGL on Policy Form No. 00600. (Filed herewith)

(10)(e) Service Request Form for Home Office. (16)

Other Exhibits

2(a) Opinion and Consent of Pauletta P. Cohn, Deputy General
Counsel of American General Life Companies. (16)

2(b) Opinion and Consent of American General Life Insurance
Company's actuary. (16)

3 Not applicable.

4 Not applicable.

6 Consent of Independent Auditors. (16)

7 Powers of Attorney. (Filed herewith on Signature Pages)

27 Financial Data Schedule. (Not applicable)

(1) Incorporated herein by reference to the initial filing of the Form S-6
Registration Statement (File No. 333-42567) of American General Life Insurance
Company Separate Account VL-R, filed on December 18, 1997.

II-7

(2) Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 33-43390) of Separate Account D of American
General Life Insurance Company, filed on October 16, 1991.

(3) Incorporated herein by reference to the filing of Post-Effective Amendment
No. 1 of the Form N-4 Registration Statement (File No. 33-43390) of Separate
Account D of American General Life Insurance Company, filed on April 30, 1992.

(4) Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 333-70667) of American General Life Insurance
Company Separate Account D, filed on January 15, 1999.

(5) Incorporated by reference to the filing of Pre-Effective Amendment No. 3 of
the Form S-6 Registration Statement (File No. 333-53909) of American General
Life Insurance Company Separate Account VL-R, filed on August 19, 1998.

(6) Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form S-6 Registration Statement (File No. 333-42567) of American General
Life Insurance Company Separate Account VL-R, filed on March 23, 1998.

(7) Incorporated by reference to the filing of Pre-Effective Amendment No. 23 to
the Form N-4 Registration Statement of American General Life Insurance Company's
Separate Account A (File No. 33-44745), filed on April 24, 1998.

(8) Incorporated by reference to the filing of the Pre-Effective Amendment No. 1
to Form N-4 Registration Statement (File No. 333-70667) of American General Life
Insurance Company Separate Account D, filed on March 18, 1999.

(9) Incorporated by reference to Post-Effective Amendment No. 12 to Registrant's
Form N-4 Registration Statement (File No. 33-43390), filed on April 30, 1997.

(10) Incorporated by reference to Pre-Effective Amendment No. 1 of the Form N-4
Registration Statement (File No. 333-40637) of Separate Account D of American
General Life Insurance Company, filed on February 12, 1998.

(11) Incorporated by reference to Pre-Effective Amendment No. 1 of the Form S-6
Registration Statement (File No. 333-80191) of Separate Account VL-R of American
General Life Insurance Company, filed on August 25, 1999.

(12) Incorporated herein by reference to Post-Effective Amendment No. 2 of the
Form S-6 Registration Statement (File No. 333-42567) of American General Life
Insurance Company Separate Account VL-R, filed on April 21, 1999.

(13) Incorporated herein by reference to the initial filing of the Form S-6
Registration Statement (File No. 333-89897) of American General Life Insurance
Company Separate Account VL-R, filed on October 29, 1999.

II-8

(14) Incorporated by reference to Post-Effective Amendment No. 18 of the
Form N-4 Registration Statement (File No. 33-43390) of Separate Account D of
American General Life Insurance Company, filed on April 12, 2000.

(15) Incorporated by reference to Pre-Effective Amendment No. 1 of the Form S-6
Registration Statement (File No. 333-89897) of American General Life Insurance
Company Separate Account VL-R, filed on January 21, 2000.

(16) To be filed by amendment.

II-9

POWERS OF ATTORNEY

Each person whose signature appears below hereby appoints Thomas M. Zurek,
Robert F. Herbert, Jr. and Pauletta P. Cohn and each of them, any one of whom
may act without the joinder of the others, as his/her attorney-in-fact to sign
on his/her behalf and in the capacity stated below and to file all amendments to
this Registration Statement, which amendment or amendments may make such changes
and additions to this Registration Statement as such attorney-in-fact may deem
necessary or appropriate.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
American General Life Insurance Company Separate Account VL-R, has duly caused
this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Houston, and State of Texas, on the 8th day of August, 2000.

AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL-R
(Registrant)

BY: AMERICAN GENERAL LIFE INSURANCE COMPANY
(On behalf of the Registrant and itself)

BY: /s/ROBERT F. HERBERT, JR.
-------------------------------
Robert F. Herbert, Jr.
Senior Vice President, Treasurer and
Controller

[SEAL]

ATTEST: /s/LAUREN W. JONES
-----------------------------------
Lauren W. Jones
Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/s/RODNEY O. MARTIN, JR. Director, Chairman August 8, 2000
- ------------------------------ and Chief Executive Officer
Rodney O. Martin, Jr.

/s/ROBERT F. HERBERT, JR. Senior Vice President, August 8, 2000
- ------------------------------ Treasurer and Controller
Robert F. Herbert, Jr.

/s/DONALD W. BRITTON Director August 8, 2000
- ------------------------------
Donald W. Britton

/s/DAVID A. FRAVEL Director August 8, 2000
- ------------------------------
David A. Fravel

/s/DAVID L. HERZOG Director August 8, 2000
- ------------------------------
David L. Herzog

/s/ROYCE G. IMHOFF, II Director August 8, 2000
- ------------------------------
Royce G. Imhoff, II

/s/JOHN V. LAGRASSE Director August 8, 2000
- ------------------------------
John V. LaGrasse

/s/THOMAS M. ZUREK Director August 8, 2000
- ------------------------------
Thomas M. Zurek

EXHIBIT INDEX

The following exhibits:

1. Exhibits required by Article IX, paragraph A of Form N-8B-2:

(5) Form of "Platinum Investor III" Variable Universal Life
Insurance Policy (Policy Form No. 00600).

(10)(d) Form of supplemental application for variable life insurance
issued by AGL on Policy Form No. 00600.

Other Exhibits

7 Powers of Attorney. (Filed herewith on Signature Pages)

E-1