Registration No. ______________

As filed with the Securities and Exchange Commission on July 16, 2001

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-6
FOR REGISTRATION 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
(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 dates
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.

ITEM NO. ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------------------------

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?
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?

ITEM NO. ADDITIONAL INFORMATION
- -------- -----------------------

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) SURVIVOR II
LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY (THE "POLICY")
ISSUED BY
AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL")

ADMINISTRATIVE CENTER: HOME OFFICE: PREMIUM PAYMENTS:
(EXPRESS DELIVERY) (U.S. MAIL) 2727-A Allen Parkway (EXPRESS PAYMENTS AND U.S. MAIL)
VUL Administration VUL Administration Houston, Texas 77019-2191 #1 Franklin Square
2727-A Allen Parkway P. O. Box 4880 1-713-831-3443 Springfield, IL 62713-0001
Houston, Texas 77019-2191 Houston, Texas 77210-4880 1-888-325-9315
1-713-831-3443, 1-888-325-9315
(Hearing Impaired) 1-888-436-5258
Fax: 1-877-445-3098
(EXCEPT PREMIUM PAYMENTS)

This booklet is called the "prospectus."

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

FUND INVESTMENT ADVISER INVESTMENT OPTION
---- ------------------ -----------------

. AIM Variable Insurance Funds.............. A I M 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.
. Ayco Series Trust......................... The Ayco Company, L.P........... Ayco Large Cap Growth Fund I
. Dreyfus Investment Portfolios............. The Dreyfus Corporation......... MidCap Stock Portfolio - Initial shares
. Dreyfus Variable Investment Fund.......... The Dreyfus Corporation......... Quality Bond Portfolio - Initial shares
Small Cap Portfolio - Initial shares
. Fidelity Variable Insurance Products Fund. Fidelity Management &........... VIP Asset Manager(SM) Portfolio
Research Company.............. VIP Contrafund(R) Portfolio
VIP Equity-Income Portfolio
VIP Growth Portfolio
. Janus Aspen Series - Service Shares....... Janus Capital................... Aggressive Growth Portfolio
International Growth Portfolio
Worldwide Growth Portfolio
. J. P. Morgan Series Trust II.............. J. P. Morgan Investment ........ J. P. Morgan Small Company
Management Inc. Portfolio
. MFS Variable Insurance Trust.............. Massachusetts Financial Services MFS Capital Opportunities Series
Company MFS Emerging Growth Series
MFS New Discovery Series
MFS Research Series
. Neuberger Berman Advisers Management...... Neuberger Berman Management..... Mid-Cap Growth Portfolio
Trust Inc.
. North American Funds Variable Product..... American General Advisers....... International Equities Fund
Series I MidCap Index Fund
Money Market Fund
Nasdaq-100 Index Fund
Science & Technology Fund
Small Cap Index Fund
Stock Index Fund
. PIMCO Variable Insurance Trust............ Pacific Investment Management... PIMCO Real Return Bond Portfolio
Administrative Class Company LLC PIMCO Short-Term Bond Portfolio
PIMCO Total Return Bond Portfolio
. Putnam Variable Trust..................... Putnam Investment Management,... Putnam VT Diversified Income Fund - Class IB
LLC Putnam VT Growth and Income Fund - Class IB
Putnam VT International Growth and
Income Fund - Class IB
. SAFECO Resource Series Trust.............. SAFECO Asset Management......... RST Equity Portfolio
Company RST 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.......... Wellington Management........... High Yield Bond Portfolio
Company, LLP
The Vanguard Group.............. REIT Index Portfolio
. Van Kampen Life Investment Trust.......... Van Kampen Asset................ Strategic Stock Portfolio
-Class I Shares Management Inc.
. Warburg Pincus Trust...................... Credit Suisse Asset Management,. Small Company Growth Portfolio
LLC

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 EITHER OUR HOME OFFICE OR ADMINISTRATIVE CENTER
LISTED ABOVE.

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 Administrative Center 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.

Charges and expenses. We deduct charges and expenses, including charges
for any additional benefit riders you choose, from the amounts you invest in the
Policy. These are described beginning on page 7.

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, THE FEDERAL RESERVE BOARD OR ANY
SIMILAR AGENCY. THEY ARE NOT A DEPOSIT OR OTHER OBLIGATION OF, NOR ARE THEY
GUARANTEED OR ENDORSED BY, ANY BANK OR DEPOSITORY INSTITUTION. AN INVESTMENT IN
A VARIABLE UNIVERSAL LIFE INSURANCE POLICY IS SUBJECT TO INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTED.

This prospectus is dated __________, 2001

GUIDE TO THIS PROSPECTUS

This prospectus contains information that you should know before you
purchase a Platinum Investor(SM) Survivor II variable life policy ("Policy")
or exercise any of your rights or privileges under a Policy. Please read this
prospectus carefully and keep it for future reference.

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

PAGE TO SEE
BASIC QUESTIONS YOU MAY HAVE IN THIS PROSPECTUS
- ---------------------------- ------------------

. What are the Policies?............................................ 4
. How can I invest money in a Policy?............................... 5
. How will the value of my investment in a Policy change over time?. 6
. What charges will AGL deduct from my investment in a Policy?...... 7
. What charges and expenses will the Mutual Funds deduct from
amounts I invest through my Policy?............................. 9
. What is the amount of insurance ("death benefit")
that AGL pays when the last surviving contingent insured dies?.. 14
. Must I invest any minimum amount in a Policy?..................... 16
. How can I change my Policy's investment options?.................. 17
. How can I change my Policy's insurance coverage?.................. 18
. What additional rider benefits might I select?.................... 20
. What is my Policy's exchange option?.............................. 21
. How can I access my investment in a Policy?....................... 22
. Can I choose the form in which AGL pays out the proceeds
from my Policy?................................................. 25
. To what extent can AGL vary the terms and conditions of the Policy
in particular cases?............................................ 26
. How will my Policy be treated for income tax purposes?............ 26
. How do I communicate with AGL?.................................... 27

AGL's financial statements. We have included certain financial statements
of AGL in this prospectus. These begin on page F-1.

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 (page 58, which
follows all of the financial pages). That index will refer you to pages that
contain more about many of the words and phrases that we use.

BASIC QUESTIONS YOU MAY HAVE

WHAT ARE THE POLICIES?

Summary. This prospectus describes the last survivor flexible premium
variable life insurance Policy issued by AGL. The Policy is based on the lives
of two persons. We call each person a contingent insured. We pay the death
benefit proceeds upon the death of the last surviving contingent insured.

We apply your net premiums to your Policy. You may invest your premiums in
our declared fixed interest account or in one or more of the variable investment
options, or both. The value of your investment in a variable investment option
depends on the investment results of the related Mutual Fund. We do not
guarantee any minimum cash value for amounts allocated to the variable
investment options. If the Fund investments go down, the value of a Policy can
decline. The value of our declared fixed interest account will depend on the
interest rates that we declare.

Other choices you have. During the insured persons' lifetimes, you may,
within limits, (1) request an increase or decrease in the amount of insurance,
(2) borrow or withdraw amounts you have invested, (3) choose when and how much
you invest, (4) choose whether your accumulation value under your Policy, upon
the last surviving contingent insured person's death, will be added to the
insurance proceeds we otherwise will pay to the beneficiary, and (5) add or
delete certain other optional benefits that we make available by rider to your
Policy. At the time of purchase, you can decide whether your policy will be
subject to certain tax rules that maximize the cash value or rules that maximize
the insurance coverage.

Administrative Center. The Administrative Center provides service to all
Policy owners. For applicants, your AGL representative will tell you if you
should use an address other than the Administrative Center address. All premium
payments, requests, directions and other communications should be directed to
the appropriate location. See "How do I communicate with AGL?" on page 27.
Also see "Services Agreements" on page 55.

Illustrations of a hypothetical Policy. Starting on page 28, 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 32, or in the forms of
our Policy and riders. A table of contents for the "Additional Information"
portion of this prospectus also appears on page 32. You can obtain copies of
our Policy and rider forms from (and direct any other questions to) your AGL
representative or our Administrative Center (shown on the first page of this
prospectus).

HOW CAN I INVEST MONEY IN A POLICY?

Premium payments. We call the payments you make "premiums" or "premium
payments." The amount we require as your initial premium varies depending on the
specifics of your Policy and the contingent insureds. We can refuse to accept a
subsequent premium payment that is less than $25. 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 26 and
"Tax Effects" beginning on page 34. 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 contingent
insureds do 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 should be sent
directly to the appropriate address shown on your billing statement. If you do
not receive a billing statement, send your premium directly to the address for
premium payments shown on the first page of this prospectus. 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 Administrative
Center shown on the first page of this prospectus.

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 43.) 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. Automatic rebalancing will occur as of the end of the valuation
period that contains the date of the month your Policy was issued. 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. 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 7 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 7 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, from
our Home Office or from the Administrative Center (both locations and the
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 9. The "daily charge" described on page 7 and the charges and
expenses of the Mutual Funds discussed on pages 10 - 14 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 0.75% 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 from Oregon 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 __% 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 services we provide under these Policies.

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

Daily charge. We will deduct a daily charge at an annual effective rate of
0.75% of your accumulation value that is then being invested in any of the
variable investment options. After a Policy has been in effect for 15 years,
however, we will reduce this rate to an annual effective rate of 0.50%, and
after 30 years, to an annual effective rate of 0.15%. Although the years for
the reduction of rates may not be changed, we may lower these current rates but
they can never exceed the rates set forth in this paragraph. We apply this
charge to pay for our mortality and expense risks.

Flat monthly charge. We will deduct $10 from your accumulation value each
month. We may lower this charge but it is guaranteed to never exceed $10. The
flat monthly charge is the Monthly Administration Fee shown on page 4 of your
Policy. We use this charge to pay for the cost of administrative services we
provide under the Policies.

First Four Years Monthly Expense Charge. The Policies have a monthly
expense charge which will be deducted during the first four Policy years, and
during the first four years of any increase in base coverage. We will apply
this four year monthly expense charge only to the base coverage portion of the
specified amount. Any decrease in base coverage will not change the monthly
expense charge. This charge varies according to the amount of base coverage and
the ages,

gender and the premium classes of both of the contingent insureds. This charge
is a maximum of $____ for each $1000 of base coverage. 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 last surviving contingent
insured 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 not greater than the guaranteed
maximum rates for insured persons in all age, gender 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 contingent insureds grow older. Also our cost of
insurance rates will generally be lower if one or both of the insured persons 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,
contingent insureds 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 Policy.

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 additional benefit riders.
The charges for any rider you select will vary by Policy within a range based on
either the personal characteristics of the contingent insureds or the specific
coverage you choose under the rider. The riders we offer are four year term
rider, maturity extension rider, return of premium death benefit rider and
single life annually renewable term insurance rider. The riders are described
beginning on page 20, under "What additional rider benefits might I select?"
The specific charges for any rider you choose are shown on page 3 of your
Policy. 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 14 Policy years (and for a maximum of the first 14 Policy
years after any requested increase in the Policy's base coverage). We will
apply the surrender charge only to the base coverage portion of the specified
amount.

The surrender charge period depends on the age of the younger of the
contingent insureds. The amount of the surrender charge depends on the age,
gender and premium classes of both of the contingent insureds. Your Policy's
surrender charge will be found in the table on page 4C of the Policy. It may
initially be as high as $50 per $1,000 of base coverage or as low as $0 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 23.
For those Policies that lapse in the first 14 Policy years, we use this charge
to help recover sales expenses.

Partial surrender fee. We will charge a maximum fee equal to the lesser of
2% of the amount withdrawn or $25 for each partial surrender you make. This
charge is currently $10. 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. We do not currently assess
this charge but reserve the right to do so in the future. 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 these charges, see "More About Policy
Charges" on page 41.

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. The charges and expenses
that we show in the following table are for each Fund's most recent fiscal year
ended, unless we indicate otherwise:

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)/3/ FEES REIMBURSEMENT)/3/ REIMBURSEMENT)/3/
- ------------ ---------------- ------ ---------------- ----------------

AIM VARIABLE INSURANCE FUNDS:/1/
AIM V.I. International Equity Fund 0.73% 0.29% 1.02%
AIM V.I. Value Fund 0.61% 0.23% 0.84%
AMERICAN CENTURY VARIABLE
PORTFOLIOS, INC.:/1/
VP Value Fund 1.00% 0.00% 1.00%
AYCO SERIES TRUST:/2/
Ayco Large Cap Growth Fund I 0.00% 1.00% 1.00%
DREYFUS INVESTMENT PORTFOLIOS:/1/
MidCap Stock Portfolio - Initial shares/3, 4/ 0.75% 0.25% 1.00%
DREYFUS VARIABLE INVESTMENT FUND:/1/
Quality Bond Portfolio - Initial shares 0.65% 0.07% 0.72%
Small Cap Portfolio - Initial shares 0.75% 0.03% 0.78%
FIDELITY VARIABLE INSURANCE PRODUCTS
FUND:/1, 5/
VIP Asset Manager(SM) Portfolio 0.53% 0.25% 0.10% 0.88%
VIP Contrafund(R) Portfolio/6/ 0.57% 0.25% 0.10% 0.92%
VIP Equity-Income Portfolio/6/ 0.48% 0.25% 0.10% 0.83%
VIP Growth Portfolio/6/ 0.57% 0.25% 0.09% 0.91%
JANUS ASPEN SERIES - SERVICE
SHARES:/7/
Aggressive Growth Portfolio 0.65% 0.25% 0.02% 0.92%
International Growth Portfolio 0.65% 0.25% 0.06% 0.96%
Worldwide Growth Portfolio 0.65% 0.25% 0.05% 0.95%
J. P. MORGAN SERIES TRUST II:/1/
J. P. Morgan Small Company 0.60% 0.55% 1.15%
Portfolio/3/

10 (Footnotes begin on page 12)

MFS VARIABLE INSURANCE TRUST:/1/
MFS Capital Opportunities Series/8/ 0.75% 0.16% 0.91%
MFS Emerging Growth Series /8/ 0.75% 0.10% 0.85%
MFS New Discovery Series/3, 8/ 0.90% 0.16% 1.06%
MFS Research Series /8/ 0.75% 0.10% 0.85%
NEUBERGER BERMAN ADVISERS
MANAGEMENT TRUST:/1/
Mid-Cap Growth Portfolio 0.84% 0.14% 0.98%
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES I:/1, 9/
International Equities Fund 0.35% 0.10% 0.45%
MidCap Index Fund 0.31% 0.09% 0.40%
Money Market Fund 0.50% 0.10% 0.60%
Nasdaq-100(R) Index Fund 0.40% 0.14% 0.54%
Science & Technology Fund 0.90% 0.10% 1.00%
Small Cap Index Fund 0.35% 0.09% 0.44%
Stock Index Fund 0.26% 0.09% 0.35%
PIMCO VARIABLE INSURANCE TRUST
ADMINISTRATIVE CLASS:/1, 10/
PIMCO Real Return Bond Portfolio 0.25% 0.40% 0.65%
PIMCO Short-Term Bond Portfolio 0.25% 0.35% 0.60%
PIMCO Total Return Bond Portfolio/3/ 0.25% 0.40% 0.65%
PUTNAM VARIABLE TRUST:/11/
Putnam VT Diversified Income Fund - 0.68% 0.25% 0.10% 1.03%
Class IB/12/
Putnam VT Growth and Income Fund - 0.46% 0.25% 0.04% 0.75%
Class IB/12/
Putnam VT International Growth and 0.80% 0.25% 0.17% 1.22%
Income Fund - Class IB/12/
SAFECO RESOURCE SERIES TRUST:/1/

11 (Footnotes begin on page 12)

RST Equity Portfolio 0.74% 0.04% 0.78%
RST Growth Opportunities Portfolio 0.74% 0.03% 0.77%
THE UNIVERSAL INSTITUTIONAL FUNDS,
INC.:/1/
Equity Growth Portfolio/3/ 0.48% 0.37% 0.85%
High Yield Portfolio/3/ 0.26% 0.54% 0.80%
VANGUARD VARIABLE INSURANCE FUND:
High Yield Bond Portfolio 0.18% 0.08% 0.26%
REIT Index Portfolio 0.34% 0.13% 0.47%
VAN KAMPEN LIFE INVESTMENT TRUST
- CLASS I SHARES:/1/
Strategic Stock Portfolio/3/ 0.13% 0.53% 0.66%
WARBURG PINCUS TRUST:/1/
Small Company Growth Portfolio/3/ 0.90% 0.21% 1.11%

_______________
/1/ Most of the Mutual Funds' advisers or administrators have entered into
arrangements under which they pay certain amounts to AGL for services such as
proxy mailing and tabulation, mailing of fund related information and responding
to Policy owners' inquiries about the Funds. PIMCO Variable Insurance Trust has
entered into such an arrangement directly with us. The fees shown above for
Total Fund Operating Expenses are unaffected by these arrangements. To the
extent we receive these fees, we do not lower the Policy fees we charge you. We
do not generate a profit from these fees, but only offset the cost of the
services. (See "Certain Arrangements" on page 42 and "Services Agreements" on
page 55.)

/2/ The Ayco Large Cap Growth Fund I is a new Fund that became effective in
December 2000. The fees and charges for this Fund are estimated for fiscal year
2001.

/3/ For the Funds indicated, management fees and other expenses as shown for
fiscal year 2000 would have been the percentages shown below without certain
voluntary fee waivers and expense reimbursements from the investment adviser or
other parties. Current and future fees and expenses may vary from the fiscal
year 2000 fees and expenses.

MANAGEMENT OTHER TOTAL
FEES EXPENSES ANNUAL EXPENSES
----------- --------- ----------------

DREYFUS INVESTMENT PORTFOLIOS:
MidCap Stock Portfolio - Initial shares 0.75% 0.29% 1.04%
J.P. MORGAN SERIES TRUST II:
J.P. Morgan Small Company Portfolio 0.60% 0.72% 1.32%

12 (Footnotes continue on page 13)

MANAGEMENT OTHER TOTAL
FEES EXPENSES ANNUAL EXPENSES
----------- --------- ----------------

MFS VARIABLE INSURANCE TRUST:
MFS New Discovery Series 0.90% 0.19% 1.09%
PIMCO VARIABLE INSURANCE TRUST
ADMINISTRATIVE CLASS:
PIMCO Total Return Bond Portfolio 0.25% 0.41% 0.66%
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
Equity Growth Portfolio 0.55% 0.37% 0.92%
High Yield Portfolio 0.50% 0.54% 1.04%
VAN KAMPEN LIFE INVESTMENT
TRUST - CLASS I SHARES: 0.50% 0.53% 1.03%
Strategic Stock Portfolio
WARBURG PINCUS TRUST:
Small Company Growth Portfolio 0.90% 0.23% 1.13%

No other Funds received any fee waivers and expense reimbursements.

/4/ The expenses shown in THE MUTUAL FUNDS' ANNUAL EXPENSES table above reflect
the MidCap Stock Portfolio adviser's waiver of fees or reimbursement of expenses
for the fiscal year ended December 31, 2000. For such fiscal year, the
Portfolio's adviser further reimbursed the Portfolio for other expenses so that
the total annual Portfolio expenses were 0.98% instead of 1.00%. This
additional expense reimbursement was voluntary. The "Other Fund Operating
Expenses" information provided in THE MUTUAL FUNDS' ANNUAL EXPENSES table has
been restated to reflect the amount the fees would have been without the
additional voluntary reimbursement. The Portfolio's adviser has agreed, until
December 31, 2001, to waive receipt of its fees and/or assume the expenses of
the Portfolio so that the expenses of the Portfolio (excluding taxes, brokerage
commissions, extraordinary expenses, interest expenses and commitment fees on
borrowing) do not exceed 1.00%. See the accompanying MidCap Stock Portfolio
prospectus for more details.

/5/ The prospectuses for Fidelity Variable Insurance Products Fund under "Fund
Distribution" discuss this 12b-1 fee.

/6/ Actual annual class operating expenses were lower because a portion of the
brokerage commissions that the Fund paid was used to reduce the Fund's expenses,
and/or because through arrangements with the Fund's custodian, credits realized
as a result of uninvested cash balances were used to reduce a portion of the
Fund's custodian expenses. See the accompanying prospectuses for Fidelity
Variable Insurance Product Fund for details.

/7/ Expenses are based upon expenses for the fiscal year ended December 31,
2000, restated to reflect a reduction in the management fee for the Aggressive
Growth, International Growth and Worldwide Growth Portfolios. All expenses are
shown without the effect of any expense offset arrangements. The prospectus for
Janus Aspen Series under "Fees and Expenses" discusses the 12b-1 fee.

/8/ Each of the MFS Capital Opportunities, MFS Emerging Growth, MFS New
Discovery and MFS Research Series has an expense offset arrangement which
reduces the Series' custodian fee based upon the amount of cash maintained by
the Series with its custodian and dividend disbursing agent. Each Series may
enter into other such arrangements and directed brokerage arrangements, which
would also have the effect of reducing the Series' expenses. The "Other Fund
Operating Expenses" in THE MUTUAL FUNDS' ANNUAL EXPENSES table above do not take
into account these expense reductions, and are therefore higher than the actual
expenses of the Series. Had these fee reductions been taken into account,
"Total Fund Operating Expenses (After Expense Reimbursements)" in THE MUTUAL
FUNDS' ANNUAL EXPENSES table above would be lower for the Series and would equal
0.90% for MFS Capital Opportunities Series, 0.84% for MFS Emerging Growth
Series, 1.05% for MFS New Discovery Series, and 0.84% for MFS Research Series.
See the accompanying MFS Variable Insurance Trust prospectus for more details.

/9/ The expenses have been restated to reflect contractual changes effective
May 1, 2001.

13 (Footnotes continue on page 14)

/10/ AGL has entered into a service agreement with PIMCO Variable Insurance
Trust under which a portion of the Other Fund Operating Expenses is paid to AGL
to reimburse AGL for services provided to the PIMCO Variable Insurance Trust.

/11/ The prospectus for Putnam Variable Trust under "Distribution Plan"
discusses this 12b-1 fee.

/12/ The Fund's fees have been restated to reflect an increase in 12b-1 fees
currently payable to Putnam Investment Management, LLC. The Trustees of Putnam
Variable Trust currently limit 12b-1 fee payments on Class IB shares to 0.25% of
average net assets.

WHAT IS THE AMOUNT OF INSURANCE ("DEATH BENEFIT") THAT AGL PAYS WHEN THE LAST
SURVIVING CONTINGENT INSURED DIES?

Your specified amount of insurance. In your application to buy a Platinum
Investor Survivor II Policy, you tell us how much life insurance coverage you
want. We call this the "specified amount" of insurance. Platinum Investor
Survivor II is available for specified amounts of $500,000 or more.

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 initial specified amount (less any indebtedness) and any benefit riders
during the first 5 Policy years. We provide more information about this benefit
and the specified amount under "Monthly guarantee premiums," beginning on page
16 and under "More About the Death Benefit" beginning on page 44. 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 and increased by any unearned loan interest we may have
already charged. At any time before the death of the last surviving contingent
insured, you can choose whether the death benefit we will pay is

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

. Option 2--The specified amount plus the Policy's accumulation value on
the date of the last surviving contingent insured's 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 last surviving contingent insured's death
will be returned and not included in your accumulation value.

We may pay a larger death benefit depending on the amount of the
accumulation value on the date of death, as explained below.

Federal tax law requires a minimum death benefit in relation to the
accumulation value in order 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 contingent insureds. 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
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)

YOUNGER
CONTINGENT
INSURED'S
AGE* 40 45 50 55 60 65 70 75 100
- ---------- ---- ---- ---- ---- ---- ---- ---- ---- ----

% 250% 215% 185% 150% 130% 120% 115% 105% 100%

- ----------
* Age nearest birthday at the beginning of the Policy year in which the last
surviving contingent insured dies. We use the younger contingent insured's age
for this purpose even if the younger contingent insured is the first to die.

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 4A of your Policy. The percentage
varies based on the insurance characteristics of the contingent insureds. 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 and a
female non-tobacco user both preferred premium class and issue age 55.

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

POLICY YEAR 1 2 3 5 10 20 30 40 45
- ----------- ---- ---- ---- ---- ---- ---- ---- ---- ----

% 313% 301% 290% 268% 222% 159% 126% 111% 104%

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 first 5 Policy
year benefit (described under "Monthly guarantee premiums" on page 16) remains
in effect. ("Cash surrender value" is explained under "Full surrender" on page
22.) The less you invest, the more likely it is that your Policy's cash
surrender value could fall to zero or that the first 5 Policy year benefit is
not in effect, as a result of the market performance and/or deductions we
periodically make from your accumulation value.

Policy lapse and reinstatement. During the first 5 Policy year benefit
period discussed on page 16, your Policy will not enter a grace period or
terminate if the Monthly Guarantee Premium has been met. After expiration of
this benefit, if your Policy's cash surrender value 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 each contingent
insured who was living when the Policy lapsed is still living and 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 provide this benefit for the first 5 Policy years for all Policies. 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 during this guarantee benefit, the
Policy will not enter a grace period or terminate (i.e., lapse) because of
insufficient cash surrender value.

Also, during the first 5 Policy years, whenever you increase or decrease
your specified amount, we calculate a new monthly guarantee premium, so the
amount you must pay to keep this 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. The more supplemental coverage you choose the higher will be your
monthly guarantee premiums.

The period of coverage for this benefit is unaffected by the contingent
insureds' ages at the Policy's date of issue or your choice of base coverage and
supplemental coverage. The period for this benefit will not be extended or
otherwise changed by changes in the specified amount, the addition, deletion or
change in benefit riders, or by reinstatement of the Policy.

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. We do not currently assess this charge but
reserve the right to do so in the future. You may make transfers from the
variable investment options at any time. You may make transfers from the
declared fixed interest account only during the 60-day period following each
Policy anniversary. The amount that you can transfer each year from the declared
fixed interest account 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, including the declared fixed interest account, each transfer must be at
least $500. See "Additional Rights That We Have" on page 49.

Market Timing. The Policy is not designed for professional market timing
organizations or other entities using programmed and frequent transfers
involving large amounts. We may not unilaterally terminate or discontinue
transfer privileges. However, we reserve the right to suspend such privileges
for a reasonable time with reasonable notice to prevent market timing efforts
that could disadvantage other Policy owners.

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Increase in coverage. At any time while both contingent insureds are
living, you may request an increase in the specified amount of coverage under
your Policy. You must, however, provide us with satisfactory evidence that both
contingent insureds continue 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 ages, gender and premium classes of the contingent
insureds 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 (rather
than supplemental) coverage; and

. applies for up to 14 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, with one exception. 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:

. $500,000, and

. 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 in the following order, as
long as your base coverage is at least 10% of the specified amount:

. against the specified amount provided by the most recent increase,
with the decrease applying first to the entire supplemental coverage
portion of such increase, if any, followed by the base coverage
portion;

. against the next most recent increases successively, with the decrease
of each prior increase applying first to the entire supplemental
coverage portion of such increase, if any, followed by the base
coverage portion;

. against the specified amount provided under the original application,
with the decease applying first to the entire supplemental coverage
portion of such amount, if any, followed by the base coverage portion.

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.

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

. If you change from Option 1 to Option 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 apply a
reduction in specified amount in the same order as set out under
"Decrease in coverage" on page 18, as long as your base coverage is at
least 10% of the specified amount.

We will not charge a surrender charge for this reduction in specified amount.

. If you change from Option 2 to Option 1, we automatically increase
your Policy's specified amount by the amount of your Policy's
accumulation value. The entire increase in the specified amount will
be applied to the last coverage added (either base or supplemental)
which has not been removed. For the purpose of this calculation, if
the base and supplemental coverages were issued on the same date, we
will consider the supplemental coverage to have been issued later.

Tax consequences of changes in insurance coverage. Please read "Tax
Effects" starting on page 34 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 benefit. A change in
coverage does not result in termination of the guarantee benefit, 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 16.

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 3 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. Not all
riders are available in all states. More details are included in the form of
each rider, which we suggest that you review if you choose any of these
benefits.

Four Year Term Rider
--------------------

. This rider provides an additional death benefit equal to 125% of the
base coverage during the first four Policy years. This additional
benefit will be paid if both contingent insureds die during the first
four Policy years.

Maturity Extension Rider
------------------------

. This rider permits you to extend the Policy's maturity date beyond
what it otherwise would be. You have two versions of this rider from
which to choose. Either or both versions may not be available in all
states.

. The first version provides for a death benefit after the original
maturity date that is equal to the accumulation value on the date of
the last surviving contingent insured's death. The death benefit will
be reduced by any outstanding Policy loan amount. There is no charge
for this version until you reach the original maturity date.
Thereafter we will charge a monthly fee of no more than $10.

. The second version provides for a death benefit (after the death of
the last surviving contingent insured) after the original maturity
date 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 to
reflect future changes in your accumulation value. The death benefit
will never be less than the accumulation value. The death benefit will
be reduced by any outstanding Policy loan amount. There is a monthly
charge of no more than $30 for each $1000 of the net amount at risk.
If you wish to purchase this rider, you must inform us in writing at
least 9 years before the original maturity date. When the 9-year
period begins, each month we will charge you up to the maximum $30 for
each $1,000 of the net amount at risk. If you wish to extend the
original maturity date, you must give us written notice at least 30
days before the original maturity date. After the original maturity
date, we will terminate this charge, and start charging you a monthly
fee of no more than $10.

. There are features common to both riders in addition to the $10
maximum monthly fee. Only the insurance coverage associated with the
Policy will be

extended beyond the original maturity date. We do not allow additional
premium payments, new loans, or changes in specified amount after the
original maturity date. Once you have exercised your right to extend
the original maturity date, you cannot revoke it. You can, however,
surrender your Policy at any time.

. Extension of the maturity date beyond the younger contingent insured's
age 100 may result in 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
life of the last surviving contingent insured. The amount of
additional insurance varies so that it always equals the cumulative
amount of premiums paid under the Policy (subject to certain
adjustments).

. You may purchase this rider only as of the date of issue and only if
you have selected death benefit Option 1.

Single Life Annually Renewable Term Insurance Rider
---------------------------------------------------

. This rider allows you to provide term single life insurance on the
life of either or both of the contingent insureds. We will pay a death
benefit upon the death of the contingent insured on whose life you
purchased the rider. The death benefit is in addition to any death
benefit we pay under the Policy.

. You can purchase this rider on the life of a contingent insured who
is younger than age 75.

. You cannot purchase this rider on the life of a contingent insured if
the premium class for that contingent insured is uninsurable.

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 34. You should consult a
qualified tax adviser.

WHAT IS MY POLICY'S EXCHANGE OPTION?

This option is not a rider. You as the owner of the Policy have the right
at any time while both contingent insureds are living to request that the Policy
be split into two separate policies, insuring each of the contingent insureds
under new, single life policies. In order for you to exercise this option,
neither contingent insured could have the "uninsurable" premium class when the
original Policy was issued. Here are the additional features about the exchange
option:

. You can choose the amount of coverage on each policy, as long as the
total equals the death benefit amount of the Policy. We will transfer
the cash surrender value of the Policy, after paying off any
outstanding loan, to the new policies in the same proportion as the
new face amounts are to each other (except for Policies issued in
Texas, where outstanding loans are also transferred to the new
policies in the same proportion as the new face amounts are to each
other).

. The new policies can be any flexible or level premium whole life
policy or endowment plan we would ordinarily issue when the option is
exercised.

. The new policies are subject to underwriting based on our established
procedures. This option requires that both contingent insureds are
found to be insurable.

. You can choose to exchange without underwriting only if the contingent
insureds were married to one another and have divorced, the Federal
unlimited marital deduction is repealed, or there is a reduction of at
least 50% of the tax rate in the maximum Federal estate tax bracket.
However, in the case of divorce, the divorce decree must have been
final at least 24 months before the exchange. In these situations, the
original Policy's specified amount and cash surrender value will be
split equally between the two new policies (except in Pennsylvania,
where underwriting is required without exception if the contingent
insureds are divorced from one another).

. The Policy terminates when we issue the new policies.

. Under each of the new policies, if the insured commits suicide within
the first two policy years, we will limit the death benefit proceeds
to the total of all premiums that have been paid on the Policy
insuring the deceased person to the time of death minus any
outstanding policy loans (plus any unearned loan interest) and partial
surrenders.

In Texas the first two policy years limit runs from the date of issue
of the Policy but only for insurance coverage that does not require
new underwriting information.

. There is no additional charge for this option or its exercise.

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 loan 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 Survivor II 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 $500,000.

We will apply a reduction in specified amount in the following order, as
long as your base coverage is at least 10% of the specified amount:

We will 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 maximum partial surrender fee equal to the lesser of 2% of
the amount withdrawn or $25 for each partial surrender you make. This charge
currently is $10.

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.

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 a guaranteed effective annual rate of 4% (rather than
any amount you could otherwise earn in one of our investment options). Except
for preferred loans, we will charge you interest on your loan at an annual rate
of 4.31% for loans you make during the first 10 Policy years and 4.08% for loans
you make thereafter. These are equivalent to the effective annual rates of
4.50% and 4.25%, respectively. Loan interest is payable annually, on the Policy
anniversary and in advance. 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 $10 unless it is the final
payment) of your loan at any time before the death of the last surviving
contingent insured 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 (increased by any
unearned loan interest we may have already charged) will be deducted from the
proceeds we pay following the last surviving contingent insured's death.

Preferred loan interest rate. We will charge a lower interest rate on
preferred loans (available after the first 10 Policy years). The maximum amount
eligible for preferred loans 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 Policy
anniversary; or

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

We will always credit your preferred loan collateral amount at a guaranteed
effective annual rate of 4.0%. We intend to set the rate of interest you are
paying to the same 4.0% rate we credit to your preferred loan collateral amount,
resulting in a zero net cost (0.00%) of borrowing for that amount. We have full
discretion to vary the rate we charge you, provided that the rate:

. will always be greater than or equal to the guaranteed preferred loan
collateral rate of 4.0%, and

. will never exceed an effective annual rate of 4.24%.

Maturity of your Policy. If one or both contingent insureds are living on
the "Maturity Date" shown on page 3 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 younger contingent insured's
100th birthday.

Tax considerations. Please refer to "How will my Policy be treated
for income tax purposes?" on page 26 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 will receive the full proceeds from the
Policy as a single sum, unless you elect another method of payment within 60
days of the last surviving contingent insured's death. This also includes
proceeds that become payable upon full surrender or the maturity date. You can
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 at an interest rate of 3%
compounded annually for any period up to 30 years. At your request we
will make payments to you monthly, quarterly, semiannually, or
annually. You can also request a partial withdrawal of any amount of
$500 or more.

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.

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

Change of payment option. You may give us written instructions to 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 seven premium classes we use to
decide how much the monthly insurance charges under any particular Policy will
be: preferred non-tobacco, standard non-tobacco, preferred tobacco, standard
tobacco, special non-tobacco, special tobacco and uninsurable. They are each
described in your Policy. Policies issued in Arizona, North Carolina and
Wisconsin do not have the uninsurable class.

The term "uninsurable" is used in a special way when we issue a Policy.
"Uninsurable" describes a person proposed to become insured under a Policy who
would not pass our requirements to be insured under one of our policies that
insures only one life. Under some conditions a person who is uninsurable can
become a contingent insured under a Policy. The other contingent insured cannot
be uninsurable.

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 cost of insurance charges
and other terms within the limits 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 34.

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 the appropriate address shown on your
billing statement. If you do not receive a billing statement, send your premium
directly to the address for premium payments shown on the first page of the
prospectus.

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 the Administrative Center address
shown on the first page of this prospectus. You should also communicate notice
of each contingent insured's death, and related documentation, to our
Administrative Center address shown on the first page of this prospectus.

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 Administrative Center or from
your AGL representative. Each communication must include your name, Policy
number and the names of both contingent insureds. 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 contingent insureds' 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................. 30
Death Benefit Option 1--Guaranteed Maximum Charges...... 31

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 and female non-tobacco user both preferred premium class and
issue age 55. An annual premium payment of $_______ for an initial $_______ 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
34 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 ___% (for both current and guaranteed
maximum charges);

. after we deduct applicable premium taxes (or a tax charge back if we
issued the Policy in Oregon), a deduction from the remainder of each
premium payment of 5% for each premium we receive during each Policy
year. These rates are for both current and guaranteed charges;

. a daily charge for the first 15 Policy years at an annual effective
rate of 0.75% (for both current and guaranteed maximum charges);

. a daily charge after 15 Policy years at an annual effective rate of
0.50% (for both current and guaranteed maximum charges);

. a daily charge after 30 Policy years at an annual effective rate of
0.15% (for both current and guaranteed maximum charges);

. a flat monthly charge of $10 (for both current and guaranteed maximum
charges);

. a monthly charge for each $1,000 of base coverage of $_____ (for both
current and guaranteed maximum charges); and

. the monthly insurance charge (for both current and guaranteed maximum
charges).

The charges assumed by both the current and guaranteed maximum charge
tables also include Mutual Fund expenses of ____% of aggregate Mutual Fund
assets, which is the arithmetic average of the advisory fees payable with
respect to each Mutual Fund plus the arithmetic average of all other operating
expenses of each such Fund, after all reimbursements, as reflected on pages 10 -
14 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. We may furnish you with additional illustrations
based on other characteristics. These characteristics could include different
annual investment returns, your choice of investment options which show your
premium payments invested in percentages of your choice, the weighted average of
Fund expenses, and other differences you request. If you request illustrations
more than once in any Policy year, we may charge $25 for the illustration.

PLATINUM INVESTOR SURVIVOR II

(TO BE UPDATED BY PRE-EFFECTIVE AMENDMENT)

ANNUAL PREMIUM $ _____ INITIAL SPECIFIED AMOUNT $_______
DEATH BENEFIT OPTION 1

MALE AND FEMALE, AGE 55
NON-TOBACCO USERS, PREFERRED PREMIUM CLASS
ASSUMING CURRENT CHARGES

DEATH BENEFIT ACCUMULATION VALUE CASH SURRENDER VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY --------------------------- --------------------------- ----------------------------
YEAR 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%
- ------- ----- ------ ----- ----- ------ ----- ----- ------ ------

1
2
3
4
5
6
7
8
9
10
15
20

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 SURVIVOR II

(TO BE UPDATED BY PRE-EFFECTIVE AMENDMENT)

ANNUAL PREMIUM $_____ INITIAL SPECIFIED AMOUNT $_______
DEATH BENEFIT OPTION 1

MALE AND FEMALE, AGE 55
NON-TOBACCO USERS, PREFERRED PREMIUM CLASS
ASSUMING GUARANTEED CHARGES

1
2
3
4
5
6
7
8
9
10
15
20

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 on pages 1 - 31. 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............................................................. 33
Separate Account VL-R........................................... 33
Tax Effects..................................................... 34
Voting Privileges............................................... 40
Your Beneficiary................................................ 41
Assigning Your Policy........................................... 41
More About Policy Charges....................................... 41
Effective Date of Policy and Related Transactions............... 42
More About the Death Benefit.................................... 44
More About Our Declared Fixed Interest Account Option........... 45
Distribution of the Policies.................................... 46
Payment of Policy Proceeds...................................... 47
Adjustments to Death Benefit.................................... 49
Additional Rights That We Have.................................. 49
Performance Information......................................... 50
Our Reports to Policy Owners.................................... 51
AGL's Management................................................ 51
Principal Underwriter's Management.............................. 54
Legal Matters................................................... 55
Accounting and Auditing Experts................................. 55
Actuarial Expert................................................ 55
Services Agreements............................................. 55
Certain Potential Conflicts..................................... 56

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 58 and 59,
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.
American General Financial Group is the marketing name of American General
Corporation and its subsidiaries. The commitments under the Policies are AGL's,
and American General Corporation has no legal obligation to back those
commitments.

On May 11, 2001, American General Corporation, the parent of AGL, announced
that it had terminated its previously announced merger agreement with London-
based Prudential plc, and concurrently agreed to be acquired by American
International Group, Inc. American International Group, Inc. is one of the
world's leading insurance and financial services organizations and the largest
underwriter of commercial and industrial insurance in the United States. It is
currently anticipated that the transaction, which is subject to approval by
American General Corporation shareholders, regulatory approvals and other
customary conditions, will close by the end of 2001.

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 65 separate "divisions," 41 of which correspond to the 41
variable "investment options" available since the inception of the Policy. The
remaining 24 divisions, and some of these 41 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 consequences for 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 Survivor II 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. The Code provides for a
"seven-pay test." This test determines if 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;

. the cumulative amount exceeds the premiums you would have paid by the
same time under a similar fixed-benefit life insurance policy; and

. the fixed benefit policy was designed (based on certain assumptions
mandated under the Code) to provide for paid-up future benefits
("paid-up" means no future premium payments are required) after the
payment of seven level annual premiums;

then your Policy will be a modified endowment contract.

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 a tax free 1035 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.

Rider benefits. The premium payments and any death benefits to be paid
under any term insurance rider you may purchase under your Policy will not
disqualify your Policy as life insurance for tax purposes. However, a term
rider may be determined to constitute a "qualified additional benefit" as that
term is defined in Section 7702 of the Internal Revenue Code. The death benefit
to be paid under a rider that is a "qualified additional benefit" will not be
treated as a future benefit of the Policy for tax purposes. The premium
payments for the same rider, however, will be treated as future benefits for
purposes of compliance with Section 7702. You should consult a qualified tax
adviser regarding any term rider you may purchase.

Taxation of pre-death distributions if your Policy is not a modified
endowment contract. As long as your Policy remains in force during the
contingent insureds' lifetime and not as a 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 Policy 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 federal income 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 either contingent insured is still living will be taxed
on an "income-first" basis. Distributions:

. include loans (including any increase in the loan amount to pay interest
on an existing loan, or an assignment or pledge to secure a loan) and
partial surrenders;

. will be considered taxable income to you to the extent your accumulation
value exceeds your basis in the Policy; and

. have their taxability determined by aggregating all modified endowment
contracts issued by the same insurer (or its affiliates) to the same
owner (excluding certain qualified plans) during any calendar year.

For modified endowment contracts, your basis:

. is similar to the basis described above for other policies; and

. will be increased by the amount of any prior loan under your Policy that
was considered taxable income to you.

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 1/2 years 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 Policy 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
last surviving contingent insured 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 last surviving contingent
insured 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 last surviving contingent insured, 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 value of the credit to $1,000,000. In 2001, the
value of the unified credit is $675,000. In addition, an unlimited marital
deduction may be available for federal estate tax purposes.

On May 26, 2001, our Congress passed legislation which gradually phases out
the estate tax between the years 2002 and 2010. However, if Congress does not
take further action, the current estate tax rules will automatically be
reinstated in 2011. During this phase out period between 2002 and 2010, the
estate tax continues with the exemption amount increasing from $1 million in
2002 up to $3.5 million in 2009. During this same time period, the top estate
tax rate gradually decreases from 50% in 2002 down to 45% in 2007 and later
years.

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, contingent insured 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.

The Internal Revenue Service ("IRS") recently issued Notice 2001-10 in an
effort to clarify its position and provide guidance regarding split-dollar life
insurance arrangements. As part of this Notice, the IRS concluded that the P.S.
58 rates, which have been used to determine the fair market value of life
insurance protection, are no longer appropriate and may not be used after
December 31, 2001. The Notice indicates that in 2002, the rate table issued
under section 79 of the Code must be used to reflect the economic value of the
life insurance protection in split dollar arrangements. The parties to a split
dollar arrangement also may elect to use published alternate term rates,
provided by the issuing insurance company, if the parties comply with certain
new conditions.

In cases of reverse split dollar or equity split dollar arrangements, the
IRS has also stated that an employee will be taxed on the value of any economic
benefit above and beyond the employer's investment in the contract. We urge you
to contact your tax adviser regarding the federal income tax consequences of
split dollar arrangements or reverse split dollar arrangements as a result of
the recent IRS Notice 2001-10.

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 both contingent
insureds' 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 universal 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. Congress
recently passed tax legislation on May 26, 2001 which modified the existing
estate tax law. 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 contingent insureds 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 that are 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 either contingent insured unless your
previous designation of beneficiary provides otherwise. In this case the
previous beneficiary must give us permission to change the beneficiary and then
we will accept your instructions. 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 last surviving contingent
insured 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 contingent insureds 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 last surviving contingent insured 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. In general,
we do not offer the Platinum Investor Survivor II Policy for sale in situations
which, under current law, require gender-neutral premiums or benefits.

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. See "Monthly insurance charge" on page 8.

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 any of the addresses shown on the first page of this
prospectus. 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 contingent insureds' premium classes 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
contingent insureds' 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 contingent insureds
meet 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 Administrative Center 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 3 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 contingent insureds, 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 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;

. In most states, 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
deliver it to your AGL representative or if you mailed it to us, the
day it is postmarked; 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 can choose
to have only base coverage. 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 $500,000 and at least 10% of the total is base coverage when you
purchase the Policy. You can use the mix of base and supplemental coverage to
emphasize your own objectives.

Whenever you decrease the specified amount, we will reduce your base and
supplemental coverages in the order set forth beginning on page 18 under
"Decrease in Coverage", as long as at least 10% of the total is base coverage.
A partial surrender will reduce the specified amount. In this case, we will
deduct any surrender charge that applies to the decrease in base coverage, but
not to the decrease in supplemental coverage. You can 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.

Here are the features about supplemental coverage that differ from base
coverage:

. Supplemental coverage has no surrender charges;

. The four year monthly expense charge does not apply to supplemental
coverage; and

. 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.

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
will be the amount of the reduction in charges and increase in accumulation
value, on a current charge basis. Keep in mind, however, that our guarantee of
a minimum death benefit will require a higher monthly guarantee premium for the
first 5 Policy years if supplemental coverage is included. 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 initial mix of base and supplemental coverage.

Increases after age 90. We allow you to increase your supplemental
coverage after the older contingent insured reaches age 90 and until the younger
contingent insured reaches age 99 (or would have reached age 99, if deceased),
but only under certain conditions:

. Increases are allowed only if you have financed the Policy's premiums.

. Increases cannot result in a specified amount greater than the amount
we approve through underwriting at the time the Policy is issued.

. You must purchase the return of premium death benefit rider when the
Policy is issued and keep the rider in force at all times.

. You may be required to purchase additional base coverage because you
must still maintain at least 10% of your specified amount as base
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. Except for amounts held as collateral for loans,
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 Distributors, Inc. ("AGDI") is the principal underwriter
and distributor of the Policies. AGDI is an affiliate of AGL. In the states of
Florida and Illinois, AGDI is known as American General Financial Distributors
of Florida, Inc. and American General Financial Distributors of Illinois, Inc.,
respectively. AGDI's principal office is at 2929 Allen Parkway, Houston, Texas
77019. AGDI was organized as a Delaware corporation on June 24, 1994 and is a
registered broker-dealer under the Securities Exchange Act of 1934, as amended
and a member of the National Association of Securities Dealers, Inc. ("NASD").
AGDI is also the principal underwriter for AGL's Separate Accounts A and D, as
well as the underwriter for various separate accounts of other AGL affiliates.
These separate accounts are registered investment companies. AGDI, as the
principal underwriter and distributor, is not paid any fees on the Policies.

We and AGDI 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. The compensation may vary with the sales agreement, but
is generally not expected to exceed:

. 85% of the premiums received in the first Policy year up to a "target"
amount;

. 3% of the premiums up to the target amount received in each of Policy
years two through 10;

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

. 0.20% of the Policy's accumulation value (reduced by any outstanding
loans) in the investment options in each of Policy years one through
30; and

. 0.10% of the Policy's accumulation value (reduced by any outstanding
loans) in the investment options after Policy year 30.

We may pay additional compensation in the event a representative, a broker-
dealer or bank reaches certain premium production levels.

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.

Commissions payable to broker-dealers and registered representatives for
sales of the Policies are calculated based on the total premium payments for
both the base and supplemental coverage. The commissions vary depending on the
ratio of premium necessary for the base and supplemental coverage. The same
amount of premium will result in the highest commission when there is no
supplementary coverage. The commissions decline as the portion of the specified
amount allocated to supplementary coverage increases. The lowest commission
amount is payable when you choose the maximum amount of supplementary 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 any 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 7. 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 our
subsidiary broker-dealer American General Securities Incorporated 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
either contingent insured'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 another way. Some states may also
require that we calculate the amount we are required to pay in another
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 either contingent
insured's lifetime.

. We cannot challenge an additional benefit rider that provides benefits
if either contingent insured 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 either contingent insured 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 both contingent insureds are living at the
time of the increase. In this case, if either contingent insured 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 either contingent insured 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 last surviving contingent insured
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).

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).

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).

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).

NAME BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ---- ------------------------------------------
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).

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

Gary D. Reddick Director of American General Life Insurance
Company since April 2001. Executive Vice
President of American General Life Insurance
Company since April 1998. Vice Chairman since
July 1997 and Executive Vice President -
Administration of The Franklin Life Insurance
Company since February 1995.

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).

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).

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).

NAME BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ---- ------------------------------------------
David J. Dietz Senior Vice President - Corporate Markets Group
of American General Life Insurance Company
since January 1999. President and Chief
Executive Officer - Individual Insurance
Operations of The United States Life Insurance
Company in the City of New York since September
1997. President of Prudential Select Life,
Newark, New Jersey (August 1990 - September
1997).

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 of 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.

Mark R. McGuire Senior Vice President of American General Life
Insurance Company since April 2001. Vice
President of American General Life Companies
(2000 - March 2001). Vice President of The
Franklin Life Insurance Company (1997 - 2000).
Previously held various positions with American
General Life Insurance Company since August
1988, including Director of Work Site Marketing
Administration (1996 - 1997), and Director of
Annuity Administration (1994 - 1996).

Roy V. Washington Senior Vice President and Chief Compliance
Officer of American General Life Insurance
Company since April 2001. Senior Vice President
and Chief Compliance Officer of American
General Life Companies since May 2000. Vice
President of Lincoln National Life, Fort Wayne,
Indiana (June 1996 - May 2000). Legal Counsel
of Lincoln National Life, Fort Wayne, Indiana
(August 1994 - June 1996).

The principal business address of each person listed above is our Home Office;
except that the street number for Messrs. Fravel, LaGrasse, Leech, Martin,
Herzog, Imhoff, Britton, Mistretta, Barnard, Reddick and Zurek is 2929 Allen
Parkway, the street number for Messrs. Ward and Washington is 2727 Allen
Parkway, and the street number for Messrs. Dietz and Guterding is 390 Park Ave,
5/th/ Floor, 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 DISTRIBUTORS, INC.
- ------------------ ---------------------
Robert P. Condon Director and Chairman,
2929 Allen Parkway Chief Executive Officer and President
Houston, TX 77019

Mary L. Cavanaugh Director and Assistant Secretary
2929 Allen Parkway
Houston, TX 77019

David H. den Boer Director, Senior Vice President,
2929 Allen Parkway and Secretary
Houston, TX 77019

Jennifer D. Cobbs Executive Vice President
2929 Allen Parkway
Houston, TX 77019

Krien VerBerkmoes Chief Compliance Officer
2929 Allen Parkway
Houston, TX 77019

John Reiner Chief Financial Officer and Treasurer
2929 Allen Parkway
Houston, TX 77019

Robyn Galerston Assistant Vice President -
2919 Allen Parkway Sales Literature Review
Houston, TX 77019

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

Pauletta P. Cohn Assistant Secretary
2929 Allen Parkway
Houston, TX 77019

Lauren W. Jones Assistant Secretary
2929 Allen Parkway
Houston, TX 77019

POSITION AND OFFICES
WITH UNDERWRITER,
NAME AND PRINCIPAL AMERICAN GENERAL
BUSINESS ADDRESS DISTRIBUTORS, INC.
- ------------------ ---------------------
Daniel R. Cricks Assistant Tax Officer
2929 Allen Parkway
Houston, TX 77019

James D. Bonsall Assistant Treasurer
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.

ACCOUNTING AND AUDITING EXPERTS
[TO BE UPDATED BY PRE-EFFECTIVE AMENDMENT]

The consolidated balance sheets of AGL as of December 31, 2000 and 1999 and
the related consolidated statements of income, statements of comprehensive
income, statements of shareholders' equity, and statements of cash flows for the
years ended December 31, 2000, 1999 and 1998 included in this prospectus have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing elsewhere in this prospectus, and are included in this
prospectus in reliance upon such reports of Ernst & Young LLP given on the
authority of such firm as experts in accounting and auditing. The address of
Ernst & Young LLP is 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 AGREEMENTS

American General Life Companies ("AGLC") is party to an existing general
services agreement with AGL. AGLC, an affiliate of AGL, is a business trust
established in Delaware on December 30, 2000. Prior to that date, AGLC was a
Delaware corporation. 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.

We have entered into various services agreements with most of the advisers
or administrators for the Mutual Funds. We receive fees for the administrative
services we perform. These fees do not result in any additional charges under
the Policies that are not described under "What charges will AGL deduct from my
investment in a Policy?"

We have entered into a services agreement with PIMCO Variable Insurance
Trust under which we receive fees paid directly by this Mutual Fund for services
we perform.

CERTAIN POTENTIAL CONFLICTS

The Mutual Funds sell shares to separate accounts of insurance companies
(and may sell shares to 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

[TO BE FILED BY PRE-EFFECTIVE AMENDMENT]

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
41 divisions of Separate Account VL-R were available under the Policies.

PAGE TO
CONSOLIDATED FINANCIAL STATEMENTS OF SEE IN THIS
AMERICAN GENERAL LIFE INSURANCE COMPANY PROSPECTUS
- --------------------------------------- -----------
Report of Ernst & Young LLP Independent Auditors................ F-1
Consolidated Balance Sheets as of December 31, 2000 and 1999.... F-2

PAGE TO
CONSOLIDATED FINANCIAL STATEMENTS OF SEE IN THIS
AMERICAN GENERAL LIFE INSURANCE COMPANY PROSPECTUS
- --------------------------------------- -----------
Consolidated Statements of Income for the years ended
December 31, 2000, 1999 and 1998.............................. F-4
Consolidated Statements of Shareholder's Equity for the years
ended December 31, 2000, 1999 and 1998........................ F-5
Consolidated Statements of Comprehensive Income
for the years ended December 31, 2000, 1999, and 1998......... F-6
Consolidated Statements of Cash Flows for the years
ended December 31, 2000, 1999 and 1998........................ F-7
Notes to Consolidated Financial Statements...................... F-8

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........................................ 6
Administrative Center..................................... 1, 4
AGLC...................................................... 55
AGL....................................................... 33
amount at risk............................................ 8
automatic rebalancing..................................... 6
base coverage............................................. 14, 44
basis..................................................... 36
beneficiary............................................... 41
cash surrender value...................................... 22
cash value accumulation test.............................. 15
close of business......................................... 43
Code...................................................... 34
contingent insured........................................ 4
cost of insurance rates................................... 42
daily charge.............................................. 7
date of issue............................................. 43
death benefit............................................. 14
declared fixed interest account option.................... 45
dollar cost averaging..................................... 5
full surrender............................................ 22
Fund, Funds............................................... 1
guideline premium test.................................... 15
investment option......................................... 1, 33
lapse..................................................... 16
last surviving contingent insured......................... 4
loan, loan interest....................................... 22
maturity, maturity date................................... 25
modified endowment contract............................... 26
monthly deduction day..................................... 43
monthly guarantee premium................................. 16
monthly insurance charge.................................. 8
Mutual Fund............................................... 2

PAGE TO
SEE IN THIS
DEFINED TERM PROSPECTUS
- ------------ -----------
Option 1, Option 2........................................ 14
planned periodic premium.................................. 16
Policy.................................................... 1
Policy loan............................................... 23
Policy month, year........................................ 43
premium payments.......................................... 5
reinstate, reinstatement.................................. 16
SEC....................................................... 2
separate account.......................................... 33
Separate Account VL-R..................................... 1, 33
seven-pay test............................................ 35
specified amount.......................................... 14
surrender................................................. 22
telephone transactions.................................... 28
transfers................................................. 17
uninsurable............................................... 26
valuation date, period.................................... 42
variable investment option................................ 1

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 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 __ pages of text.
The undertaking to file reports.
The Rule 484 undertaking.
Representation pursuant to Section 26(e)(2)(A).
The signatures.
Written Consents of the following persons:

None for initial S-6 filing.

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)

(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) Form of Distribution Agreement between American General
Life Insurance Company and American General Distributors,
Inc. (16)

(b)(i) Form of Selling Group Agreement. (16)

(ii) Form of Selling Group Agreement, Schedule A (identifying
the policy offered) and Schedule B (describing the
commissions paid). (14)

(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
Registration Statement).

(4) Not applicable.

II-2

(5) Specimen form of the "Platinum Investor(SM) Survivor II"
Last Survivor Flexible Premium Variable Universal Life
Insurance Policy (Policy Form No. 01206). (Filed herewith)

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

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

(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., A I M Distributors, Inc., American
General Life Insurance Company, on Behalf of Itself and
its Separate Accounts, and American General Securities
Incorporated. (6)

(ii) Form of Amendment Four to Participation Agreement by and
Among AIM Variable Insurance Funds, Inc., A I M
Distributors, Inc., American General Life Insurance
Company, on Behalf of Itself and its Separate Accounts,
and American General Securities Incorporated. (20)

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

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

(iii) Form of Amendment Two to Participation Agreement by and
between The Variable Annuity Life Insurance Company,
American General Series Portfolio Company, American
General Securities Incorporated and American General Life
Insurance Company. (15)

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

II-3

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

(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)

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

(ii) Form of Amendment Five to Participation Agreement by and
among MFS Variable Insurance Trust, American General Life
Insurance Company and Massachusetts Financial Services
Company. (15)

(iii) Form of Amendment Six to Participation Agreement by and
among MFS Variable Insurance Trust, American General Life
Insurance Company and Massachusetts Financial Services
Company. (20)

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

(ii) Amendment Number 1 to Participation Agreement among
Morgan Stanley Universal Funds, Inc., Morgan Stanley Asset
Management Inc., Miller Anderson & Sherrerd LLP, Van
Kampen American Capital Distributors, Inc., American
General Life Insurance Company and American General
Securities Incorporated. (11)

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

(iv) Form of Amendment Eight to Participation Agreement among
Morgan Stanley Universal Funds, Inc., Van Kampen American
Capital Distributors, Inc., Morgan Stanley Asset
Management Inc., Miller Anderson & Sherrerd, LLP, American
General Life Insurance Company and American General
Securities Incorporated. (20)

II-4

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

(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)

(ii) Form of Amendment Four to Participation Agreement among
American General Life Insurance Company, American General
Securities Incorporated, SAFECO Resource Series Trust and
SAFECO Securities, Inc. (16)

(iii) Form of Amendment Five to Participation Agreement among
American General Life Insurance Company, American General
Securities Incorporated, SAFECO Resource Series Trust and
SAFECO Securities, Inc. (20)

(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) 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)

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

(iv) Form of Amendment Seven to Amended and Restated
Participation Agreement among Van Kampen Life Investment
Trust, Van Kampen Funds Inc., Van Kampen Asset Management
Inc., American General Life Insurance Company and American
General Securities Incorporated. (20)

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

(j) Form of Administrative Services Agreement between American
General Life Insurance Company, Miller Anderson & Sherrard
LLP and Morgan Stanley Dean Witter Investment Management
Inc. (14)

II-5

(k) Form of Administrative Services Agreement between American
General Life Insurance Company and SAFECO Asset Management
Company. (14)

(l) Form of Administrative Services Agreement between Van
Kampen Asset Management Inc. and American General Life
Insurance Company dated January 1, 2000. (13)

(m) 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)

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

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

(ii) 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)

(p) Form of Participation Agreement by and between American
General Life Insurance Company, Ayco Asset Management and
Ayco Series Trust. (15)

(q) Form of Participation Agreement by and between Variable
Insurance Products Fund, Fidelity Distributors Corporation
and American General Life Insurance Company. (15)

(r) Form of Participation Agreement by and between Variable
Insurance Products Fund II, Fidelity Distributors
Corporation and American General Life Insurance Company.
(15)

(s) Form of Participation Agreement by and between American
General Life Insurance Company and J. P. Morgan Series
Trust II. (15)

(t) Form of Fund Participation Agreement by and between
American General Life Insurance Company and Janus Aspen
Series. (15)

(u) Form of Participation Agreement by and between American
General Life Insurance Company, PIMCO Variable Insurance
Trust and PIMCO Funds Distributor LLC. (15)

II-6

(v) Form of Participation Agreement by and between Vanguard
Variable Insurance Funds, The Vanguard Group, Inc.,
Vanguard Marketing Corporation and American General Life
Insurance Company. (15)

(w) 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. (15)

(x) Form of Administrative Services Agreement by and between
Ayco Asset Management and American General Life Insurance
Company. (15)

(y) Form of Service Contract by and between Fidelity
Distributors Corporation and American General Life
Insurance Company. (15)

(z) Form of Service Agreement by and between Fidelity
Investments Institutional Operations Company, Inc. and
American General Life Insurance Company. (15)

(aa) Form of Administrative Services Agreement by and between
American General Life Insurance Company and Morgan
Guaranty Trust Company of New York. (15)

(bb) Form of Distribution and Shareholder Services Agreement by
and between Janus Distributors, Inc. and American General
Life Insurance Company. (15)

(cc) Form of Services Agreement by and between American General
Life Insurance Company and Pacific Investment Management,
LLC. (15)

(dd) Form of PIMCO Variable Insurance Trust Services Agreement
by and between American General Life Insurance Company and
PIMCO Variable Insurance Trust. (15)

(ee) Form of Administrative Services Agreement by and between
American General Life Insurance Company and Credit Suisse
Asset Management, LLC. (15)

(ff) Form of Shareholder Services Agreement by and between
American General Life Insurance Company and American
Century Investment Management, Inc. (19)

(gg) Sales Agreement by and between American General Life
Insurance Company, Neuberger & Berman Advisors Management
Trust and Neuberger & Berman Management Incorporated. (19)

II-7

(hh) Form of Assignment and Modification Agreement by and
between Neuberger & Berman Management Incorporated and
American General Life Insurance Company. (19)

(ii) Form of Administrative Services Agreement by and between
American General Life Insurance Company and Neuberger &
Berman Management Incorporated. (19)

(9) Not applicable.

(10)(a) Specimen form of Multiple Insured Life Insurance
Application - Part A. (14)

(b) Specimen form of Multiple Insured Life Insurance
Application - Part B. (14)

(d) Specimen form of product specific Service Request Form.
(20)

(e) Description of American General Life Insurance Company's
Issuance, Transfer and Redemption Procedures for Variable
Universal Life Insurance Policies Pursuant to Rule 6e-
3(T)(b)(12)(iii) under the Investment Company Act of 1940.
(18)

(f) Specimen form of Variable Universal Life Insurance
Supplemental Application. (20)

2. Other Exhibits

2(a) Opinion and Consent of Pauletta P. Cohn, Deputy General
Counsel of American General Life Companies. (20)

2(b) Opinion and Consent of American General Life Insurance
Company's actuary. (20)

3 Not applicable.

4 Not applicable.

6 Consent of Independent Auditors. (20)

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

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

II-8

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

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

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

(4) Incorporated by reference to initial filing of 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 Pre-Effective Amendment No. 3 to 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 Pre-Effective Amendment No. 1 to 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 Pre-Effective Amendment No. 23 to Form N-4
Registration Statement (File No. 33-44745) of American General Life
Insurance Company Separate Account A filed on April 24, 1998.

(8) Incorporated by reference to 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 Form N-4
Registration Statement (File No. 33-43390) of American General Life
Insurance Company Separate Account D filed on April 30, 1997.

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

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

II-9

(12) Incorporated by reference to initial filing of Form S-6 Registration
Statement (File No. 333-90787) of American General Life Insurance Company
Separate Account VL-R filed on November 12, 1999.

(13) Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6
Registration Statement (File No. 333-87307) of American General Life
Insurance Company Separate Account VL-R filed on January 20, 2000.

(14) Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6
Registration Statement (File No. 333-90787) of American General Life
Insurance Company Separate Account VL-R filed on February 4, 2000.

(15) Incorporated by reference to Post-Effective Amendment No. 2 to Form S-6
Registration Statement (File No. 333-80191) of American General Life
Insurance Company Separate Account VL-R filed on September 20, 2000.

(16) Incorporated by reference to Post-Effective Amendment No. 4 to Form S-6
Registration Statement (File No. 333-42567) of American General Life
Insurance Company Separate Account VL-R filed on October 11, 2000.

(17) Incorporated by reference to Post-Effective Amendment No. 1 to Form S-6
Registration Statement (File No. 333-90787) of American General Life
Insurance Company Separate Account VL-R filed on October 18, 2000.

(18) Incorporated by reference to Post-Effective Amendment No. 2 to Form S-6
Registration Statement (File No. 333-89897) of American General Life
Insurance Company Separate Account VL-R filed on April 10, 2001.

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

(20) To be filed by pre-effective amendment.

II-10

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 13th day of July, 2001.

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 below by the following persons in the
capacities and on the dates indicated.

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

/s/ RODNEY O. MARTIN, JR. Director, Chairman and July 13, 2001
- -------------------------- Chief Executive Officer
Rodney O. Martin, Jr.

/s/ DONALD W. BRITTON Director and President July 13, 2001
- ----------------------
Donald W. Britton

/s/ DAVID L. HERZOG Director, and Chief July 13, 2001
- -------------------- Financial Officer
David L. Herzog

/s/ DAVID A. FRAVEL Director July 13, 2001
- --------------------
David A. Fravel

/s/ ROYCE G. IMHOFF, II Director July 13, 2001
- ------------------------
Royce G. Imhoff, II

/s/ JOHN V. LAGRASSE Director July 13, 2001
- ---------------------
John V. LaGrasse

/s/ GARY D. REDDICK Director July 13, 2001
- --------------------
Gary D. Reddick

/s/ THOMAS M. ZUREK Director July 13, 2001
- --------------------
Thomas M. Zurek

EXHIBIT INDEX:

The following exhibits:

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

(5) Specimen form of the "Platinum Investor/SM/ Survivor II" Last
Survivor Flexible Premium Variable Universal Life Insurance Policy
(Policy Form No. 01206).

E-1