Registration No. ______________


   As filed with the Securities and Exchange Commission on February 19, 2002

                       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)

                             Lauren W. Jones, 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?  Howcan I
                                                   access my investment in a Policy?  Can
                                                   I choose the form in which AGL pays out any
                                                   proceeds from my Policy?  Additional
                                                   Information: Payment of Policy Proceeds.
10(e)                                             Basic Questions You May Have: Must I invest any
                                                   minimum amount in a policy?
10(f)                                             Additional Information: Voting Privileges.
10(g)(1), 10(g)(4), 10(h)(3), 10(h)(2)            Basic Questions You May Have:To what extent
                                                   will AGL vary the terms and conditions
                                                   of the Policies in  particular cases?
                                                   Additional Information: Voting Privileges;
                                                   Additional Rights That We Have.
10(g)(3), 10(g)(4), 10(h)(3), 10(h)(4)            Inapplicable.**
10(i)                                             Additional Information: Separate Account VL-R;
                                                   Tax Effects.
11                                                Basic Questions You May Have: How will the
                                                   value of my investment in a Policy change over
                                                   time?  Additional Information: Separate Account
                                                   VL-R.
12(a)                                             Additional Information: Separate Account VL-R;
                                                  Front Cover.
12(b)                                             Inapplicable.**
12(c), 12(d)                                      Inapplicable.**
12(e)                                             Inapplicable, because the Separate Account did not
                                                   commence operations until 1998.
13(a)                                             Basic Questions You May Have: What charges will
                                                   AGL deduct from my investment in a Policy?
                                                   What charges and expenses will the Mutual Funds
                                                   deduct from the amounts I invest through my
                                                   Policy?  Additional Information:  More About
                                                   Policy Charges.





                                               

13(b)                                             Illustrations of Hypothetical Policy Benefits.
13(c)                                             Inapplicable.**
13(d)                                             Basic Questions You May Have: To what extent
                                                   will AGL vary the terms and conditions of the
                                                   Policy in particular cases?
13(e), 13(f), 13(g)                               None.
14                                                Basic Questions You May Have: How can I invest
                                                   money in a Policy?
15                                                Basic Questions You May Have: How can I invest
                                                   money in a Policy?  How do I communicate with
                                                   AGL?
16                                                Basic Questions You May Have: How will the
                                                   value of my investment in a Policy change over
                                                   time?


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





                                                

44(a)(4)                                           Additional Information: Tax Effects--Our taxes.
44(a)(5), 44(a)(6)                                 Basic Questions You May Have: What charges will
                                                    AGL deduct from my investment in a Policy?

44(b)                                              Inapplicable.**
44(c)                                              Caption referenced in 13(d) above.
45                                                 Inapplicable, because the Separate Account did not
                                                    commence operations until 1998.
46(a)                                              Captions referenced in 44(a) above.
46(b)                                              Inapplicable.**
47, 48, 49                                         None.
50                                                 Inapplicable.**
51                                                 Inapplicable.**
52(a), 52(c)                                       Basic Questions You May Have: To what extent
                                                   can AGL vary the terms and conditions of the
                                                   Policy in particular cases? Additional
                                                   Information:  Additional Rights That We Have.
52(b), 52(d)                                       None.
53(a)                                              Additional Information: Tax Effects--Our taxes.
53(b), 54                                          Inapplicable.**
55                                                 Illustrations of Hypothetical Policy Benefits.
56-59                                              Inapplicable.**


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

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


                         PLATINUM INVESTOR /(SM)/ PLUS
  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES (THE "POLICIES") 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
VUL Administration              VUL Administration           Houston, Texas 77019-2191   U.S. MAIL)
2727-A Allen Parkway            P. O. Box 4880               1-713-831-3443              #1 Franklin Square
Houston, Texas 77019-2191       Houston, Texas 77210-4880    1-888-325-9315              Springfield, IL
1-713-831-3443,  1-888-325-9315                                                          62713-0001
(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 Growth Fund
                                                                                     AIM V.I. Premier Equity Fund
 .      American Century Variable Portfolios, Inc.  American Century Investment....   VP Value Fund
                                                   Management, Inc.
 .      Ayco Series Trust.........................  The Ayco Company, L.P..........   Ayco Growth Fund
 .      Credit Suisse Trust.......................  Credit Suisse Asset Management,   Small Cap Growth Portfolio
                                                   LLC
 .      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
 .      Franklin Templeton Variable Insurance.....  Franklin Advisers, Inc.........   Franklin U.S. Government Fund - Class 2
       Products Trust                              Franklin Mutual Advisers, LLC...  Mutual Shares Securities Fund - Class 2
                                                   Templeton Investment Counsel, LLC Templeton Foreign Securities Fund - Class 2
 .      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.
 .      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
 .      SunAmerica Series Trust...................  SunAmerica Asset...............   Aggressive Growth Portfolio
                                                   Management Corp.                  SunAmerica Balanced Portfolio
 .      The Universal Institutional Funds, Inc....  Morgan Stanley Asset Management   Equity Growth Portfolio
                                                   Miller, Anderson & Sherrerd, LLP  High Yield Portfolio
 .      VALIC Company I...........................  VALIC..........................   International Equities Fund
                                                                                     Mid Cap Index Fund
                                                                                     Money Market I Fund
                                                                                     Nasdaq-100/(R)/ Index Fund
                                                                                     Science & Technology Fund
                                                                                     Small Cap Index Fund
                                                                                     Stock Index Fund
 .      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...............   Growth and Income Portfolio
       -Class I Shares                             Management Inc.



     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 ON PAGE 1.

     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, NOR ARE THEY
GUARANTEED OR ENDORSED BY, ANY BANK OR DEPOSITORY INSTITUTION.  AN INVESTMENT IN
A VARIABLE LIFE INSURANCE POLICY IS SUBJECT TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF PRINCIPAL INVESTED.


                This prospectus is dated _________________, 2002

                                       2


                            GUIDE TO THIS PROSPECTUS

     This prospectus contains information that you should know before you
purchase a Platinum Investor/(SM)/ PLUS 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 IN
BASIC QUESTIONS YOU MAY HAVE                                     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?............................. 10

 .   What payments does AGL receive from the Mutual Funds?................ 15

 .   What is the basic amount of insurance ("death benefit")
         that AGL pays when the insured person dies?..................... 15

 .   Must I invest any minimum amount in a Policy?........................ 18

 .   How can I change my Policy's investment options?..................... 19

 .   How can I change my Policy's insurance coverage?..................... 20

 .   What additional rider benefits might I select?....................... 21

 .   How can I access my investment in a Policy?.......................... 24

 .   Can I choose the form in which AGL pays out proceeds from my Policy?. 26

 .   To what extent can AGL vary the terms and conditions of the Policy
         in particular cases?............................................ 27

 .   How will my Policy be treated for income tax purposes?............... 27

 .   How do I communicate with AGL?....................................... 28


     Financial statements. We have included certain financial statements of AGL
in this prospectus. These begin on page 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 (page 57, 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.

                                       3


                          BASIC QUESTIONS YOU MAY HAVE

WHAT ARE THE POLICIES?

     Summary. This prospectus describes Platinum Investor PLUS flexible premium
variable life insurance Policies issued by AGL. Platinum Investor PLUS Policies
provide life insurance coverage with flexibility in death benefits, premium
payments and investment options. Platinum Investor PLUS pays a death benefit to
a beneficiary you designate when the insured person dies. You choose one of
three death benefit options.

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

     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 28. Also
see "Services Agreements" on page 56. This booklet is called the "prospectus."

     Illustrations of a hypothetical Policy. Starting on page 29, 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 34 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 34. 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).

                                       4


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

     Limits on premium payments. Federal tax law may limit the amount of premium
payments you can make (relative to the amount of your Policy's insurance
coverage) and may impose penalties on amounts you take out of your Policy if you
do not observe certain additional requirements. These tax law requirements and a
discussion of modified endowment contracts are summarized further under "How
will my Policy be treated for income tax purposes?" beginning on page 27 and
"Tax Effects" beginning on page 35. We will monitor your premium payments,
however, to be sure that you do not exceed permitted amounts or inadvertently
incur any tax penalties. The tax law limits can vary as a result of changes you
make to your Policy. For example, a reduction in the specified amount of your
Policy can reduce the amount of premiums you can pay.

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

     Checks and money orders. You may pay premiums by check or money order drawn
on a U.S. bank in U.S. dollars and made payable to "American General Life
Insurance Company," or "AGL." Premiums after the initial premium 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.

     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

                                       5


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 44.) 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 variable 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 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

                                       6


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 10. The "daily charge" described on page 7
and the charges and expenses of the Mutual Funds discussed on pages 11 - 15 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 2% of each premium. We may change the tax charge back amount
but any change will only apply to new Policies we issue. We use the charge
partly to offset our obligation to pay premium taxes on the same Policy if you
move to another state. We also use the charge to pay for the cost of additional
administrative services we provide under these Policies.

     Other deductions from each premium payment. After we deduct premium tax (or
a tax charge back if we issued your Policy in Oregon) from your premium payment,
we will deduct 5.0% from the remainder of all premium payments received in the
first Policy year, but only up to the "target amount." The amount we deduct in
the second and subsequent Policy years is 5.0% of all premium payments. See
""Distribution of the Policies" on page 47 for a description of the target
amount.

     Your Policy refers to this deduction as a Premium Expense Charge. We use
this charge to cover sales expenses, including commissions.

     Daily charge. We will deduct a daily charge at an annual effective rate of
0.70% of your accumulation value that is then being invested in any of the
variable investment options. After a Policy has been in effect for 10 years,
however, we will reduce this rate to an annual effective rate of 0.45%, and
after 20 years, to an annual effective rate of 0.10%. We guarantee these rate
reductions. Since the Policies were first offered only in the year 2002, the
reduction has not yet

                                       7


taken effect under any outstanding Policies. We apply this charge to pay for our
mortality and expense risks.

     Flat monthly charge. We will deduct $6 from your accumulation value each
month. We may lower this charge but it is guaranteed to never exceed $6. The
flat monthly charge is the Monthly Administration Fee shown on page 3A of your
Policy. We use this charge to pay for the cost of administrative services we
provide under the Policies.

     Monthly charge per $1,000 of specified amount. We deduct a charge monthly
from your accumulation value for the first 7 Policy years, or for 7 Policy years
following any increase in specified amount. The dollar amount of this charge
changes with each change in your Policy's specified amount. (We describe your
specified amount under "Your specified amount of insurance" on page 15.) This
charge varies according to the specified amount and the age, gender and premium
class of the insured person. This charge is a maximum of $________ for each
$1000 of specified amount. The initial amount of this charge is shown on page 3A
of your Policy and is called "Monthly Expense Charge for First Seven Years." We
use this charge to pay for underwriting costs and other costs of issuing the
Policies, and also to help pay for the administrative services we provide under
the Policies.

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

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

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

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

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

     Finally, our current cost of insurance rates for the same insured person
differ depending on the specified amount in force on the day the charge is
deducted. We have different rates we

                                       8


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

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

     Monthly charges for additional benefit riders. We will deduct charges
monthly from your accumulation value, if you select 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 insured person or the specific
coverage you choose under the rider. The riders we offer are accidental death
benefit rider, automatic increase rider, children's insurance benefit rider,
maturity extension rider, spouse term rider, terminal illness rider and waiver
of monthly deduction rider. The riders are described beginning on page 21, under
"What additional rider benefits might I select?" The specific charges for any
riders 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 10 Policy years (and for a maximum of the first 10 Policy
years after any increase in the Policy's specified amount).

     The amount of the surrender charge depends on the age and other insurance
characteristics of the insured person. Your Policy's surrender charge will be
found in the table beginning on page 27 of the Policy. It may initially be as
high as $____ per $1,000 of specified amount or as low as $___ per $1,000 of
specified amount (or any increase in the specified 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 specified amount, we will deduct any remaining amount of
the surrender charge that was associated with the specified amount that is
canceled. This includes any decrease that results from any requested partial
surrender. See "Partial surrender" beginning on page 24 and "Change of death
benefit option" beginning on page 21. For those Policies that lapse in the first
10 Policy years, we use this charge to help recover sales expenses.

                                       9


     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 the charges we will deduct from your
investment in a Policy, see "More About Policy Charges" on page 43.

     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? [To be updated in pre-effective amendment]

     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:

                                       10


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 Growth Fund

AIM V.I. Premier Equity Fund

AMERICAN CENTURY VARIABLE
 PORTFOLIOS, INC.:/1/

VP Value Fund

AYCO SERIES TRUST:/2/

Ayco Growth Fund

CREDIT SUISSE TRUST:/1/

Small Cap Growth Portfolio/3/

DREYFUS INVESTMENT PORTFOLIOS:/1/

MidCap Stock Portfolio - Initial
     shares/3, 4/

DREYFUS VARIABLE INVESTMENT FUND:/1/

Quality Bond Portfolio - Initial shares

Small Cap Portfolio - Initial shares

FIDELITY VARIABLE INSURANCE PRODUCTS
FUND:/1, 5/

VIP Asset Manager(SM) Portfolio

VIP Contrafund/(R)/ Portfolio/6/

VIP Equity-Income Portfolio/6/

VIP Growth Portfolio/6/

FRANKLIN TEMPLETON VARIABLE
INSURANCE PRODUCTS TRUST:/1,7/

Franklin U.S. Government Fund -
         Class 2/8/

Mutual Shares Securities Fund -
        Class 2

                                       11




                                                            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/
                                                       --------------      -----   --------------     --------------
                                                                                       
Templeton Foreign Securities
        Fund - Class 2

JANUS ASPEN SERIES - SERVICE
SHARES:/7/

Aggressive Growth Portfolio

International Growth Portfolio

Worldwide Growth Portfolio

J. P. MORGAN SERIES TRUST II:/1/

J. P. Morgan Small Company
       Portfolio/3/

MFS VARIABLE INSURANCE TRUST:/1/

MFS Capital Opportunities Series/8/

MFS Emerging Growth Series /8/

MFS New Discovery Series/3, 8/

MFS Research Series /8/

NEUBERGER BERMAN ADVISERS
MANAGEMENT TRUST:/1/

Mid-Cap Growth Portfolio

PIMCO VARIABLE INSURANCE TRUST
ADMINISTRATIVE CLASS:/1, 10/

PIMCO Real Return Bond Portfolio

PIMCO Short-Term Bond Portfolio

PIMCO Total Return Bond Portfolio/3/

PUTNAM VARIABLE TRUST:/11/

Putnam VT Diversified Income Fund -
Class IB/12/

Putnam VT Growth and Income Fund -
Class IB/12/

Putnam VT International Growth and
Income Fund - Class IB/12/

SAFECO RESOURCE SERIES TRUST:/1/


                                       12           (Footnotes start on page 13)




                                                            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/
                                                       --------------      -----   --------------     --------------
                                                                                       
RST Equity Portfolio

RST Growth Opportunities Portfolio

SUNAMERICA SERIES TRUST:

Aggressive Growth Portfolio

SunAmerica Balanced Portfolio

THE UNIVERSAL INSTITUTIONAL FUNDS,
INC.:/1/

Equity Growth Portfolio/3/

High Yield Portfolio/3/

VALIC COMPANY I:/1,14/

International Equities Fund

Mid Cap Index Fund

Money Market I Fund

Nasdaq-100/(R)/ Index Fund

Science & Technology Fund

Small Cap Index Fund

Stock Index Fund

VANGUARD VARIABLE INSURANCE FUND:

High Yield Bond Portfolio

REIT Index Portfolio

VAN KAMPEN LIFE INVESTMENT TRUST -
CLASS I SHARES:/1/

Growth and Income Portfolio/3/

________________________________________________________________________________
[THESE FOOTNOTES WILL BE UPDATED IN THE PRE-EFFECTIVE AMENDMENT.]
/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 "What payments does AGL receive from the Mutual Funds?" on page
15 and "Certain Arrangements" on page 44.)

                                       13        (Footnotes continue on page 14)


/2/ The Ayco Growth Fund 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

J.P. MORGAN SERIES TRUST II:
        J.P. Morgan Small Company Portfolio

MFS VARIABLE INSURANCE TRUST:
        MFS New Discovery Series

PIMCO VARIABLE INSURANCE TRUST
ADMINISTRATIVE CLASS:
        PIMCO Total Return Bond Portfolio

THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
        Equity Growth Portfolio
        High Yield Portfolio

VAN KAMPEN LIFE INVESTMENT
TRUST - CLASS I SHARES:
        Growth and Income Portfolio


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

                                       14        (Footnotes continue on page 15)


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/ Fees and charges for the Nasdaq-100 Index Fund are estimated for fiscal year
2001.
/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 PAYMENTS DOES AGL RECEIVE FROM THE MUTUAL FUNDS?

     We have entered into various services agreements with most of the advisers
or administrators for the Mutual Funds.  We receive payments for the
administrative services we perform such as proxy mailing and tabulation, mailing
of fund related information and responding to Policy owners' inquiries about the
Funds.  Currently, these payments range from 0.15% to 0.35% of the market value
of the assets invested in the underlying Fund as of a certain date, usually paid
at the end of each calendar quarter. From time to time some of these
arrangements may be renegotiated so that we receive a greater payment than
previously paid depending on our determination that the expenses that we are
incurring are greater than we anticipated.  These payments 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?" on page ___.

     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.

     We also receive what is referred to as "12b-1 fees" from some of the Mutual
Funds themselves. These fees are designed to help pay for our direct and
indirect distribution costs for the Policies. These fees are generally equal to
0.25% of the daily market value of the assets invested in the underlying Fund.

WHAT IS THE BASIC AMOUNT OF INSURANCE ("DEATH BENEFIT") THAT AGL PAYS WHEN THE
INSURED PERSON DIES?

     Your specified amount of insurance.  In your application to buy a Platinum
Investor PLUS Policy, you tell us how much life insurance coverage you want.  We
call this the "specified amount" of insurance.  We also provide a guarantee of a
death benefit equal to the specified amount (less any indebtedness) and any
benefit riders.  We refer to this guarantee in both your

                                       15


Policy and this prospectus as the "guarantee period" benefit. We provide more
information about the specified amount and the guarantee period benefit under
"Monthly guarantee premiums," beginning on page 19. 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 the time of your application, or at a later date for
Option 1 or Option 2, and before the death of the insured person, you can choose
whether the death benefit we will pay is

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

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

     .    Option 3-- The specified amount on the date of the insured person's
          death plus the cumulative amount of premiums paid for the Policy and
          any riders, less any amounts waived under the Waiver of Monthly
          Deduction Rider. (Any premiums paid under the Policy after a partial
          surrender will not be considered part of the "cumulative amount of
          premiums paid" under this Option until the amount of any premiums paid
          under the Policy after a partial surrender exceeds the amount of the
          partial surrender.)

     Under Option 2 or Option 3, 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 or Option 3.

     Any premiums we receive after the insured person'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

                                       16


insured person. Therefore, the maximum premiums you can pay are generally more
limited under this test than under the cash value accumulation test.

     The other major difference between the two tax tests involves the Policy's
"alternative death benefit."  The alternative death benefit is calculated as
shown in the tables that follow.  If you have selected death benefit Options 1
or 2, at any time when the alternative death benefit works out to be more than
the death benefit payable under the death benefit Option you have chosen, we
would automatically deem the death benefit to be such higher amount.

     If you have selected death benefit Option 3, at any time when the
alternative death benefit works out to be more than the death benefit payable
under death benefit Option 1, the death benefit will be the alternative death
benefit plus the cumulative amount of premiums paid for the Policy and any
riders, less any amounts waived under the Waiver of Monthly Deduction Rider.
(Any premiums paid under the Policy after a partial surrender will not be
considered part of the "cumulative amount of premiums paid" under this Option
until the amount of any premiums paid under the Policy after a partial surrender
exceeds the amount of the partial surrender.)

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

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

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

INSURED
PERSON'S
  AGE*           40     45     50     55     60     65     70     75    100

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

_______________

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

                                       17


          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 29 of your Policy.  The percentage
varies based on the insurance characteristics of the insured person.  Below is
an example of applicable alternative death benefit percentages for the cash
value accumulation test.  The example is for a male non-tobacco user preferred
premium class and issue age 55.


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


POLICY
 YEAR       1      2      3      5      10     20     30     40     45

 %          218%   212%   207%   196%   173%   141%   122%   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
that your Policy's cash surrender value stays above zero or that the guarantee
period benefit (described under "Monthly guarantee premiums" on page 19) remains
in effect ("Cash surrender value" is explained under "Full surrender" on page
24.)  The less you invest, the more likely it is that your Policy's cash
surrender value could fall to zero, as a result of the deductions we
periodically make from your accumulation value.

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

                                       18


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

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

     The length of time you are covered by the guarantee period benefit varies
on account of the insured person's age at the Policy's date of issue.  The
maximum duration for the guarantee period - 10 years -  happens in the event the
insured person is no older than age 50 at the Policy's date of issue.  We reduce
the maximum time for the guarantee period by one year for each year the insured
person is older than age 50 at the date of issue.  The reductions stop after the
insured person is age 55 or older at the date of issue.  This means, for
instance, that you will have a guarantee period of 5 years if the insured person
is age 55 at the Policy's date of issue.

     The least amount of time for the guarantee period to be in effect - 5
years - happens in the event the insured person is older than age 55 at the date
of issue.

     Your sales representative will help you determine the exact duration of the
guarantee period benefit when you apply for a Policy.

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

HOW CAN I CHANGE MY POLICY'S INVESTMENT OPTIONS?

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

     Transfers of existing accumulation value.  You may also transfer your
existing accumulation value from one investment option under the Policy to
another.  The first 12 transfers in a year are free of charge.  We may charge
you $25 for each additional transfer.  We do not currently assess this charge
but reserve the right to do so in the future.  You may make

                                       19


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 50.

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

     We treat an increase in specified amount in many respects as if it were the
issuance of a new Policy.  For example, the monthly insurance charge for the
increase will be based on the age and premium class of the insured person at the
time of the increase.  Also, a new amount of surrender charge applies to the
increased specified amount.  These charges are the same as they would be if we
were instead issuing the same amount of additional coverage as a new Platinum
Investor PLUS Policy.

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

     .    $50,000; 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.

                                       20


     We will apply a reduction in specified amount against any specified amount
increases first (beginning with the most recent), and then against the specified
amount provided under the original application.  We will deduct from your
accumulation value any remaining surrender charge.  If there is not sufficient
accumulation value to pay the surrender charge at the time you request a
reduction, the decrease will not be allowed.  A reduction in specified amount
will not reduce the monthly charge per $1,000 of specified amount or the amount
of time we assess this charge.

     Change of death benefit option.  You may at any time before the death of
the insured person request us to change your coverage from death benefit Option
1 to Option 2 or vice-versa. You will not be allowed to change your coverage to
or from Death Benefit Option 3.

     .    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 take
          the reduction proportionately from each component of the Policy's
          specified amount. We will not charge a surrender charge for this
          reduction in specified amount.

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

     Tax consequences of changes in insurance coverage.  Please read "Tax
Effects" starting on page 35 of this prospectus to learn about possible tax
consequences of changing your insurance coverage under your Policy.

     Effect of changes in insurance coverage on guarantee period.  A change in
coverage does not result in termination of the guarantee period, so that if you
pay certain prescribed amounts of premiums, we will pay a death benefit even if
your policy's cash surrender value declines to zero. The details of this
guarantee are discussed under "Monthly guarantee premiums," beginning on page
19.

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.

                                       21


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

     .    Automatic Increase Rider This rider provides for automatic increases
          in your Policy's specified amount of insurance at certain specified
          dates and based on a specified index. After you have met our
          eligibility requirements for this rider, these increases will not
          require that evidence be provided to us about whether the insured
          person continues to meet our requirements for insurance coverage.
          These automatic increases are on the same terms (including additional
          charges) as any other specified amount increase you request (as
          described under "Increase in coverage" on page 20). If you choose not
          to accept an automatic increase, this rider, and any future increases
          under it, will be cancelled.

          There is no additional charge for the rider itself, although the
          automatic increases in the specified amount will increase the monthly
          insurance charge deducted from your accumulation value, to compensate
          us for the additional coverage. You may choose this rider only at the
          time that your Policy is issued.

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

     .    Maturity Extension Rider This rider permits you to extend the Policy's
          maturity date beyond what it otherwise would be. You have two versions
          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
          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 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

                                       22


          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. The only charge we continue
          to automatically deduct after the original maturity date is the daily
          charge described on page 7. 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 insured person'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.

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

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

     .    Waiver of Monthly Deduction Rider This rider provides for a waiver of
          all monthly charges assessed for both your Policy and riders that we
          otherwise would deduct from your accumulation value, so long as the
          insured person is totally disabled (as defined in the rider). While we
          are paying benefits under this rider we will not permit you to request
          any increase in the specified amount of your Policy's coverage. When
          we "pay benefits" under this rider, we pay all monthly charges (except
          for loan interest) for your Policy when they become due, and then

                                       23


         deduct the same charges from your Policy. Therefore, your Policy's
         accumulation value does not change. We perform these two transactions
         at the same time. However, loan interest will not be paid for you under
         this rider, and the Policy could, under certain circumstances, lapse
         for nonpayment of loan interest. You can purchase this rider on the
         life of an insured person who is younger than age 55.

     Tax consequences of additional rider benefits. Adding or deleting riders,
or increasing or decreasing coverage under existing riders can have tax
consequences. See "Tax Effects" starting on page 35. You should consult a
qualified tax adviser.

HOW CAN I ACCESS MY INVESTMENT IN A POLICY?

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

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

     If the Option 1 or Option 3 death benefit is then in effect, we also will
reduce your Policy's specified amount by the amount of such withdrawal and
charges, but not below $0.  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.

                                       24


     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.  The minimum amount you can borrow is
$500 or, if less, the entire remaining loan value.  These rules are not
applicable in all states.

     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 4.0% (rather than any
amount you could otherwise earn in one of our investment options), and we will
charge you interest on your loan at an effective annual rate of 4.75%.  Loan
interest is payable annually, on the Policy anniversary, in advance, at a rate
of 4.54%.  Any amount not paid by its due date will automatically be added to
the loan balance as an additional loan.  Interest you pay on Policy loans will
not, in most cases, be deductible on your tax returns.

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

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

                                       25


     .    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 4.25%.

     Because we first began offering the Policies in the year 2002, we have not
yet declared a preferred loan interest rate we charge.

     Maturity of your Policy.  If the insured person is 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 insured person's 100/th/ birthday.

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

CAN I CHOOSE THE FORM IN WHICH AGL PAYS OUT THE PROCEEDS FROM MY POLICY?

     Choosing a payment option.  You will receive the full proceeds from the
Policy as a single sum, unless you elect another method of payment within 60
days of the insured person'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.

                                       26


     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 nine premium classes we use to
decide how much the monthly insurance charges under any particular Policy will
be: preferred-plus non-tobacco, preferred non-tobacco, standard non-tobacco,
preferred tobacco, standard tobacco, special non-tobacco, special tobacco,
juvenile and special juvenile.  Various factors such as the insured's age,
health history, occupation and history of tobacco use, are used in considering
the appropriate premium class for the insured.  Each premium class is  described
in your Policy.

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

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

     Variations in expenses or risks.  AGL may vary the charges and other terms
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.

                                       27


     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 35.

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 this
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;

     .    change of allocation percentages for policy deductions;

     .    loan repayments or loan interest payments;

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

     .    change in specified amount;

                                       28


     .    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 the insured person's death, and related documentation, to our
Administrative Center address.

     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, if you are not the insured person, that person's name.  We cannot
process any requested action that does not include all required information.

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

ILLUSTRATIONS OF HYPOTHETICAL POLICY BENEFITS

     [To be updated in Pre-Effective Amendment]

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

                                       29


                                                            PAGE TO
                                                            SEE IN THIS
                                                            PROSPECTUS
                                                            ------------
Death Benefit Option 1--Current Charges........................  32
Death Benefit Option 1--Guaranteed Maximum Charges.............  33


     The tables show how death benefits, accumulation values, and cash surrender
values ("Policy benefits") under a sample Policy would change over time if the
investment options had constant hypothetical gross annual investment returns of
0%, 6% or 12% over the years covered by each table. The tables are for a male
non-tobacco user preferred premium class and issue age 55.  An annual premium
payment of $35,000 for an initial $1,000,000 of specified amount of coverage is
assumed to be paid.  The illustrations assume no Policy loan has been taken.
The differences between the accumulation values and the cash surrender values
for the first 10 years in the tables are because of the Policy's surrender
charges.  As illustrated, this Policy would not be classified as a modified
endowment contract (see "Tax Effects" beginning on page 35  for further
discussion).

     Although the tables that follow do not include an example of a Policy with
an Option 2 or Option 3 death benefit, such a Policy would have higher death
benefits and lower cash surrender values.

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

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

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

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

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

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

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

                                       30


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

     .    the 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 11 -
15 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.

                                       31


                   [TO BE UPDATED IN PRE-EFFECTIVE AMENDMENT]
                             PLATINUM INVESTOR PLUS


     ANNUAL PREMIUM $35,000                 INITIAL SPECIFIED AMOUNT $1,000,000
                                            DEATH BENEFIT OPTION 1


                                  MALE, AGE 55
                   NON-TOBACCO USER, PREFERRED PREMIUM CLASS
                            ASSUMING CURRENT CHARGES




END OF             DEATH BENEFIT                       ACCUMULATION VALUE                    CASH SURRENDER VALUE
POLICY      ASSUMING HYPOTHETICAL GROSS           ASSUMING HYPOTHETICAL GROSS             ASSUMING HYPOTHETICAL GROSS
 YEAR       ANNUAL INVESTMENT RETURN OF           ANNUAL INVESTMENT RETURN OF             ANNUAL INVESTMENT RETURN OF
                                                                                    
              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.

                                       32


                  [TO BE UPDATED IN PRE-EFFECTIVE AMENDMENT]
                            PLATINUM INVESTOR PLUS


ANNUAL PREMIUM $ 35,000                     INITIAL SPECIFIED AMOUNT $1,000,000
                                            DEATH BENEFIT OPTION 1


                                 MALE, AGE 55
                   NON-TOBACCO USER, PREFERRED PREMIUM CLASS
                          ASSUMING GUARANTEED CHARGES




END OF             DEATH BENEFIT                          ACCUMULATION VALUE                    CASH SURRENDER VALUE
POLICY      ASSUMING HYPOTHETICAL GROSS              ASSUMING HYPOTHETICAL GROSS             ASSUMING HYPOTHETICAL GROSS
 YEAR       ANNUAL INVESTMENT RETURN OF              ANNUAL INVESTMENT RETURN OF             ANNUAL INVESTMENT RETURN OF
                                                                                       
              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.

                                       33


                             ADDITIONAL INFORMATION

     A general overview of the Policy appears at pages 1 - 33.  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......................................................      35
Separate Account VL-R....................................    1,35
Tax Effects..............................................      35
Voting Privileges........................................      42
Your Beneficiary.........................................      43
Assigning Your Policy....................................      43
More About Policy Charges................................      43
Effective Date of Policy and Related Transactions........      44
More About Our Declared Fixed Interest Account Option....      46
Distribution of the Policies.............................      47
Payment of Policy Proceeds...............................      48
Adjustments to Death Benefit.............................      49
Additional Rights That We Have...........................      50
Performance Information..................................      51
Our Reports to Policy Owners.............................      52
AGL's Management.........................................      52
Principal Underwriter's Management.......................      54
Legal Matters............................................      55
Accounting and Auditing Experts..........................      55
Actuarial Expert.........................................      56
Services Agreement.......................................      56
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 57 and 58,
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.

                                       34


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 International
Group, Inc. ("AIG").  AIG, a Delaware corporation, is a holding company which
through its subsidiaries is primarily engaged in a broad range of insurance and
insurance-related activities and financial services in the United States and
abroad.  American General Financial Group is the marketing name of AGL and its
affiliates.  The commitments under the Policies are AGL's, and AIG has no legal
obligation to back those commitments.

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

SEPARATE ACCOUNT VL-R

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

     For record keeping and financial reporting purposes, Separate Account VL-R
is divided into70 separate "divisions," 46 of which correspond to the 46
variable "investment options" available since the inception of the Policy.  The
remaining 24 divisions, and some of these 46 divisions,  represent investment
options available under other variable life policies we offer. We hold the
Mutual Fund shares in which we invest your accumulation value for an investment
option in the division that corresponds to that investment option.

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

TAX EFFECTS

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

                                       35


     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.

     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 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.

                                       36


     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, would 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 insured
person's 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 tax under the above rules.  Finally, if you
make an

                                       37


assignment of rights or benefits under your Policy you may be deemed to
have received a distribution from your Policy, all or part of which may be
taxable.

     Taxation of pre-death distributions if your Policy is a modified endowment
contract.  If your Policy is a modified endowment contract, any distribution
from your Policy while the insured person is still living will be taxed on an
"income-first" basis.  Distributions:

     .  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

                                       38


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.

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

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

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

     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

                                       39


apply to "transfers" that would be subject to the gift and estate tax rules.
Individuals are generally allowed an aggregate generation skipping tax exemption
of $1 million. Because these rules are complex, you should consult with a
qualified tax adviser for specific information, especially where benefits are
passing to younger generations.

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

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

     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

                                       40


to the participant's beneficiary, then the excess of the death benefit over the
policy's accumulation value will not be subject to federal income tax. However,
the policy's accumulation value will generally be taxable to the extent it
exceeds the participant's cost basis in the policy. The participant's cost basis
will generally include the costs of insurance previously reported as income to
the participant. Special rules may apply if the participant had borrowed from
the policy or was an owner-employee under the plan.

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

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

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

     Our taxes.  We report the operations of Separate Account VL-R in our
federal income tax return, but we currently pay no income tax on Separate
Account VL-R's investment income and capital gains, because these items are, for
tax purposes, reflected in our variable 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

                                       41


generation skipping taxes may apply, we may also be required to withhold for
such taxes unless we are provided satisfactory written notification that no such
taxes are due.

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

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

VOTING PRIVILEGES

     We are the legal owner of the Funds' shares held in Separate Account VL-R.
However, you may be asked to instruct us how to vote the Fund shares held in the
various Mutual Funds 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.

                                       42


YOUR BENEFICIARY

     You name your beneficiary when you apply for a Policy.  The beneficiary is
entitled to the insurance benefits of the Policy.  You may change the
beneficiary during the lifetime of the insured person 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 insured person dies, we will pay the
insurance proceeds to the owner or the owner's estate.

ASSIGNING YOUR POLICY

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

MORE ABOUT POLICY CHARGES

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

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

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

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

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

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

                                       43


     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 Plus 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.  If so, we attribute your accumulation value proportionately
to each increment of specified amount to compute our net amount at risk.  See
"Monthly insurance charge" on page 8.

     Certain arrangements.  Most of the advisers or administrators 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.  See "What payments does AGL receive from the Mutual Funds?" on
page 15.

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

                                       44


business on any valuation date, however, we consider that we have received it on
the day following that valuation date.

     Commencement of insurance coverage.  After you apply for a Policy, it can
sometimes take up to several weeks for us to gather and evaluate all the
information we need to decide whether to issue a Policy to you and, if so, what
the insured person's premium class should be. We will not pay a death benefit
under a Policy unless (a) it has been delivered to and accepted by the owner and
at least the initial premium has been paid, and (b) at the time of such delivery
and payment, there have been no adverse developments in the insured person's
health or risk of death.  However, if you pay at least the minimum first premium
payment with your application for a Policy, we will provide temporary coverage
of up to $300,000 provided the insured person meets certain medical and risk
requirements.  The terms and conditions of this coverage are described in our
"Limited Temporary Life Insurance Agreement."  You can obtain a copy from our
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 insured person, we may
assign a date of issue to a Policy that is up to 6 months earlier than otherwise
would apply.

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

     Commencement of investment performance.  We begin to credit an investment
return to the accumulation value resulting from your initial premium payment on
the later of (a) the date of issue, or (b) the date all requirements needed to
place the Policy in force have been satisfied, including underwriting approval
and receipt 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

                                       45


        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 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

                                       46


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:

     .  90% 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 each of
        Policy years one through 10;

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

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

     .  a comparable amount of compensation to broker-dealers or banks with
        respect to any increase in the specified amount of coverage that you
        request; and

                                       47


     .  any amounts that we may pay for broker-dealers or banks expense
        allowances, bonuses, wholesaler fees, training allowances or
        additional compensation for the Policies.

     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.

     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 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.

                                       48


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

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

     .  an emergency exists, as a result of which disposal of securities is not
        reasonably practicable or it is not reasonably practicable to fairly
        determine the accumulation value; or

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

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

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

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

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

ADJUSTMENTS TO DEATH BENEFIT

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

                                       49


     A new two year period begins if you increase the specified amount.  You can
increase the specified amount only if the insured person is living at the time
of the increase.  In this case, if the insured person commits suicide during the
first two years following the increase, we will refund the monthly insurance
deductions attributable to the increase.  The death benefit will then be based
on the specified amount in effect before the increase.

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

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

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

ADDITIONAL RIGHTS THAT WE HAVE

     We have the right at any time to:

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

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

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

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

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

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

     .  change our underwriting and premium class guidelines;

                                       50


     .  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.

                                       51


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 [To be Updated]

     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).

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).

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

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).

                                       52


NAME                     BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ----                     ------------------------------------------
Gary D. Reddick          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.

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).

Pauletta P. Cohn

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.

Kyle L. Jennings


                                       53


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

Mark R. McGuire

Larry J. O'Brien

     The principal business address of each person listed above is our Home
Office; except that the street number for Messrs. Barnard, Fravel, Herzog,
Jennings, Leech, Martin, McGuire, Mistretta, O'Brien and Reddick and Madame Cohn
is 2929 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 [To be updated]

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, Vice President, Chief
2929 Allen Parkway              Compliance Officer and Secretary
Houston, TX 77019

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

                                       54


                                POSITION AND OFFICES
                                WITH UNDERWRITER,
NAME AND PRINCIPAL              AMERICAN GENERAL
BUSINESS ADDRESS                DISTRIBUTORS, INC.
- ------------------              ---------------------
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

Daniel R. Cricks                Assistant Tax Officer
2929 Allen Parkway
Houston, TX 77019

Jim 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.
Lauren W. Jones, Esquire, Deputy General Counsel of American General Life
Companies, an affiliate of AGL, has opined as to the validity of the Policies.

ACCOUNTING AND AUDITING EXPERTS

     Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements at December 31, 2001 and 2000 and for each of the three
years in the period ended December 31, 2001, as set forth in their report.  We
have included our financial statements in the prospectus in reliance on Ernst &
Young LLP's report, given on their authority as experts in

                                       55


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 AGREEMENT

     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.

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

     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.

                                       56


                                                PAGE TO
CONSOLIDATED FINANCIAL STATEMENTS OF            SEE IN THIS
AMERICAN GENERAL LIFE INSURANCE COMPANY         PROSPECTUS
- ---------------------------------------         ------------







                           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..............................       4
AGLC...............................................      56
AGL................................................      35
amount at risk.....................................       8
automatic rebalancing..............................       6
basis..............................................      37
beneficiary........................................      43
cash surrender value...............................      24
cash value accumulation test.......................      17
close of business..................................      44
Code...............................................      36
cost of insurance rates............................   8, 44
daily charge.......................................       7
date of issue......................................      45
death benefit......................................      16
declared fixed interest account option.............       2
dollar cost averaging..............................       5

                                       57


                                                    PAGE TO
                                                    SEE IN THIS
DEFINED TERM                                        PROSPECTUS
- ------------                                        -----------
full surrender......................................     24
Fund, Funds.........................................      1
grace period........................................     18
guarantee period, guarantee period benefit..........     19
guideline premium test..............................     16
insured person......................................      4
investment options..................................      1
lapse...............................................     18
loan, loan interest.................................     25
maturity, maturity date.............................     26
modified endowment contract......................... 28, 36
monthly deduction days..............................     45
monthly guarantee premium...........................     19
monthly insurance charge............................      8
Mutual Fund.........................................      2
Option 1, Option 2 and Option 3.....................     16
partial surrender...................................     24
payment option......................................     26
planned periodic premium............................     18
Policy, Policies....................................      1
Policy loans........................................     25
Policy month, year..................................     45
premium classes.....................................     27
premium payments....................................      5
reinstate, reinstatement............................     18
SEC.................................................      2
separate account....................................  1, 35
Separate Account VL-R...............................  1, 35
seven-pay test......................................     36
specified amount....................................     15
surrender...........................................     24
telephone transactions..............................     29
transfers...........................................     19
valuation date, period..............................     44
variable investment options.........................      1

                                       58


     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.

                                       59


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 2 facing sheets, including the Note.
     Cross-Reference Table.
     Prospectus consisting of 59 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)

        (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.
                    (17)

        (3)(b)(i)   Form of Selling Group Agreement.  (17)

        (3)(b)(ii)  Form of Selling Group Agreement, Schedule A (identifying the
                    policy offered) and Schedule B (describing the commissions
                    paid). (20)


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

        (4)         Not applicable.

                                      II-2


        (5)         Specimen form of "Platinum Investor PLUS" Variable Universal
                    Life Insurance Policy (Policy Form No. 02600).  (Filed
                    herewith)

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

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

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

        (7)         Not applicable.

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

        (8)(a)(ii)  Form of Amendment Four to Participation Agreement by and
                    among AIM Variable Insurance Funds, Inc., A I M
                    Distributors, Inc., American General Life Insurance Company,
                    on Behalf of Itself and its Separate Accounts, and American
                    General Securities Incorporated. (17)

        (8)(a)(iii) Form of Amendment Five 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. (26)

        (8)(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)

        (8)(b)(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)

                                      II-3


        (8)(b)(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. (19)

        (8)(b)(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. (17)

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

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

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

        (8)(d)(ii)  Form of Amendment Five to Participation Agreement by and
                    among MFS Variable Insurance Trust, American General Life
                    Insurance Company and Massachusetts Financial Services
                    Company. (19)

        (8)(d)(iii) Form of Amendment Seven to Participation Agreement by and
                    among MFS Variable Insurance Trust, American General Life
                    Insurance Company and Massachusetts Financial Services
                    Company. (26)

        (8)(e)(i)   Participation Agreement by and 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)

        (8)(e)(ii)  Amendment Number 1 to Participation Agreement by and 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)

                                      II-4


        (8)(e)(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. (17)

        (8)(e)(iv)  Form of Amendment Nine 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. (26)

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

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

        (8)(g)(ii)  Form of Amendment Four to Participation Agreement Among
                    American General Life Insurance Company, American General
                    Securities Incorporated, SAFECO Resources Series Trust, and
                    SAFECO Securities, Inc. (17)

        (8)(g)(iii) Form of Amendment Five to Participation Agreement Among
                    American General Life Insurance Company, American General
                    Securities Incorporated, SAFECO Resources Series Trust, and
                    SAFECO Securities, Inc. (26)

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

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

                                      II-5


        (8)(h)(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. (17)

        (8)(h)(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. (26)

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

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

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

        (8)(k)(i)   Form of Participation Agreement by and between American
                    General Life Insurance Company, Ayco Asset Management and
                    Ayco Series Trust. (19)

        (8)(k)(ii)  Form of Amendment No. 1 to Participation Agreement by and
                    between American General Life Insurance Company, Ayco Asset
                    Management and Ayco Series Trust. (25)

        (8)(k)(iii) Form of Amendment No. 2 to Participation Agreement by and
                    between American General Life Insurance Company, Ayco Asset
                    Management and Ayco Series Trust. (26)

        (8)(l)(i)   Form of Fund Participation Agreement by and between American
                    General Life Insurance Company and Janus Aspen Series. (19)

        (8)(l)(ii)  Form of Amendment No. 1 to Fund Participation Agreement by
                    and between American General Life Insurance Company and
                    Janus Aspen Series. (26)

                                      II-6


        (8)(m)      Form of Participation Agreement by and between American
                    General Life Insurance Company and J.P. Morgan Series Trust
                    II. (19)

        (8)(n)      Form of Participation Agreement by and between American
                    General Life Insurance Company, PIMCO Variable Insurance
                    Trust and PIMCO Funds Distributor LLC. (19)

        (8)(o)      Form of Participation Agreement by and between Vanguard
                    Variable Insurance Funds, The Vanguard Group, Inc., Vanguard
                    Marketing Corporation and American General Life Insurance
                    Company. (19)

        (8)(p)      Form of Participation Agreement by and between American
                    General Life Insurance Company, Warburg Pincus Trust, Credit
                    Suisse Asset Management, LLC and Credit Suisse Asset
                    Management Securities, Inc. (19)

        (8)(q)(i)   Form of Amended and Restated Participation Agreement by and
                    between Variable Insurance Products Fund II, Fidelity
                    Distributors Corporation and American General Life Insurance
                    Company. (19)

        (8)(q)(ii)  Form of Amendment No. 2 to Amended and Restated
                    Participation Agreement by and between Variable Insurance
                    Products Fund II, Fidelity Distributors Corporation and
                    American General Life Insurance Company. (26)

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

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

        (8)(t)      Form of Administrative Services Agreement between American
                    General Life Insurance Company and SAFECO Asset Management.
                    (26)

        (8)(u)(i)   Administrative Services Agreement between American General
                    Life Insurance Company and Van Kampen Asset Management Inc.
                    (14)

        (8)(u)(ii)  Form of Amendment No. 2 to Administrative Services Agreement
                    between American General Life Insurance Company and Van
                    Kampen Asset Management Inc. (26)

                                      II-7


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

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

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

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

        (8)(z)(i)   Form of Administrative Services Agreement by and between
                    Ayco Asset Management and American General Life Insurance
                    Company. (19)

        (8)(z)(ii)  Form of Amendment No. 1 to Administrative Services Agreement
                    by and between Ayco Asset Management and American General
                    Life Insurance Company. (25)

        (8)(z)(iii) Form of Amendment No. 2 to Administrative Services Agreement
                    by and between Ayco Asset Management and American General
                    Life Insurance Company. (26)

        (8)(aa)     Form of Administrative Services Agreement by and between
                    American General Life Insurance Company and Morgan Guaranty
                    Trust Company of New York. (19)

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

        (8)(cc)     Form of Services Agreement by and between American General
                    Life Insurance Company and Pacific Investment Management,
                    LLC. (19)

                                      II-8


        (8)(dd)       Form of Administrative Services Agreement by and between
                      American General Life Insurance Company and Credit Suisse
                      Asset Management, LLC. (19)

        (8)(ee)(i)    Form of Participation Agreement by and among American
                      General Life Insurance Company, Franklin Templeton
                      Variable Insurance Products Trust and Franklin Templeton
                      Distributors, Inc. (24)

        (8)(ee)(ii)   Form of Amendment to Participation Agreement by and among
                      American General Life Insurance Company, Franklin
                      Templeton Variable Insurance Products Trust and Franklin
                      Templeton Distributors, Inc., effective May 1, 2000. (16)

        (8)(ee)(iii)  Form of Amendment to Participation Agrement by and among
                      American General Life Insurance Company, Franklin
                      Templeton Variable Insurance Products Trust and Franklin
                      Templeton Distributors, Inc., effective November 1, 2001.
                      (23)

        (8)(ee)(iv)   Form of Amendment to Participation Agrement by and among
                      American General Life Insurance Company, Franklin
                      Templeton Variable Insurance Products Trust and Franklin
                      Templeton Distributors, Inc. (26)

        (8)(ff)(i)    Form of Administrative Services Agreement by and among
                      American General Life Insurance Company and Franklin
                      Templeton Services, Inc., dated as of July 1, 1999. (12)

        (8)(ff)(ii)   Form of Amendment to Administrative Services Agreement by
                      and among American General Life Insurance Company and
                      Franklin Templeton Services, LLC, effective November 1,
                      2001. (23)

        (8)(ff)(iii)  Form of Amendment to Administrative Services Agreement by
                      and among American General Life Insurance Company and
                      Franklin Templeton Services, LLC. (26)

        (8)(gg)(i)    Form of Amended and Restated Participation Agreement by
                      and between Variable Insurance Products Fund, Fidelity
                      Distributors Corporation and American General Life
                      Insurance Company. (19)

        (8)(gg)(ii)   Form of Amendment No. 1 to Amended and Restated
                      Participation Agreement by and between Variable Insurance
                      Products Fund, Fidelity Distributors Corporation and
                      American General Life Insurance Company. (26)

                                      II-9


        (8)(hh)       Form of Service Contract by and between Fidelity
                      Distributors Corporation and American General Life
                      Insurance Company. (19)

        (8)(ii)       Form of Service Agreement by and between Fidelity
                      Investments Institutional Operations Company, Inc. and
                      American General Life Insurance Company. (19)

        (8)(jj)       Form of Distribution and Shareholder Services Agreement by
                      and between Janus Distributors, Inc. and American General
                      Life Insurance Company. (19)

        (8)(kk)       Form of PIMCO Variable Insurance Trust Services Agreement
                      by and between American General Life Insurance Company and
                      PIMCO Variable Insurance Trust. (19)

        (8)(ll)       Form of Participation Agreement by and between American
                      General Life Insurance Company, SunAmerica Series Trust
                      and SunAmerica Asset Management Corp. (26)

        (9)           Not applicable.

        (10)(a)       Specimen form of Single Insured Life Insurance
                      Application -Part A. (Filed herewith)

        (10)(b)       Specimen form of Single Insured Life Insurance
                      Application -Part B. (Filed herewith)

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

        (10)(d)       Specimen form of Supplemental Application. (Filed
                      herewith)

        (10)(e)       Specimen form of Service Request Form.  (Filed herewith)

        (10)(f)       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.
                      (16)

        (11)          Not applicable. Rule 17j(1)(c)(i) of the Investment
                      Company Act of 1940 specifically exempts the Separate
                      Account from adopting a code of ethics.

                                     II-10


     Other Exhibits

        2(a)        Opinion and Consent of Lauren W. Jones, Deputy General
                    Counsel, Life Insurance Operations of American General Life
                    Companies. (26)

        2(b)        Opinion and Consent of American General Life Insurance
                    Company's actuary.  (26)

        3           Not applicable.

        4           Not applicable.

        6           Consent of Independent Auditors.  (26)

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

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

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

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

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

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

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

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

                                     II-11


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

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

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

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

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

(12) Incorporated by reference to Post-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 October 10, 2000.

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

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

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

(16) 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.

(17) 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.

                                     II-12


(18) Incorporated by reference to the initial filing of Form S-6 Registration
     Statement (File No. 333-43264) of American General Life Insurance Company
     Separate Account VL-R filed on August 8, 2000.

(19) 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.

(20) 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.

(21) Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6
     Registration Statement (File No. 333-43264) of American General Life
     Insurance Company Separate Account VL-R filed on October 26, 2000.

(22) Incorporated by reference to Post-Effective Amendment No. 1 to Form S-6
     Registration Statement (File No. 333-43264) of American General Life
     Insurance Company Separate Account VL-R filed on April 23, 2001.

(23) Incorporated by reference to Post-Effective Amendment No. 1 to Form S-6
     Registration Statement (File No. 333-65170) of American General Life
     Insurance Company Separate Account VL-R filed on December 3, 2001.

(24) Incorporated by reference to Post-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 April 26, 2000.

(25) Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6
     Registration Statement (File No. 333-65170) of American General Life
     Insurance Company Separate Account VL-R filed on October 10, 2001.

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

                                     II-13


                               POWERS OF ATTORNEY

     Each person whose signature appears below hereby appoints Robert F.
Herbert, Jr., Pauletta P. Cohn and Kyle L. Jennings 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 19th day of February, 2002.


                                        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     February 19, 2002
- -------------------------           Chief Executive Officer
Rodney O. Martin, Jr.



/s/ DAVID L. HERZOG                 Director, and Chief        February 19, 2002
- -------------------                 Financial Officer
David L. Herzog



/s/ DAVID A. FRAVEL                 Director                   February 19, 2002
- -------------------
David A. Fravel



/s/ ROYCE G. IMHOFF, II             Director                   February 19, 2002
- -----------------------
Royce G. Imhoff, II



/s/ GARY D. REDDICK                 Director                   February 19, 2002
- -------------------
Gary D. Reddick


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/ PLUS" Flexible
               Premium Variable Life Insurance Policy (Policy Form No. 02600).

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

     (10)(b)   Specimen form of Single Insured Life Insurance Application. -
               Part B.

     (10)(d)   Specimen form of Supplemental Application.

     (10)(e)   Specimen form of Service Request Form.


     Other Exhibits

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

                                      E-1