Registration No. 333-
__________

As filed with the Securities and Exchange Commission on May 27, 1999

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

THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
SEPARATE ACCOUNT USL VL-R
(Exact Name of Trust)

THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
(Exact Name of Depositor)
125 Maiden Lane
New York, NY 10038
(Complete Address of Depositor's Principal Executive Offices)

Pauletta P. Cohn, Esq.
Associate General Counsel and Secretary
American General Life Companies
2727 Allen Parkway
Houston, Texas 77019-2191
(Name and Complete Address of Agent for Service)

Securities Being Offered: Flexible Premium Variable Life Insurance Policies.

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

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

PLATINUM INVESTOR /(SM)/

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES (THE "POLICIES") ISSUED BY
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK ("USL")

ADMINISTRATIVE CENTER: HOME OFFICE: PREMIUM PAYMENTS:

(Express Delivery) (U.S. Mail) 125 Maiden Lane ________________
2727-A Allen Parkway VUL Administration New York, New York 10038-4992 ________________
Houston, Texas 77019-2191 P.O. Box 4880 1-212-709-6000 ________________
1-800-251-3720; 1-713-3913 Houston, Texas 77210-4880
Fax: 1-713-620-3857
(Except premium payments)

This booklet is called the "prospectus."

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

- ------------------------------------------------------------------------------------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS, INC. AMERICAN GENERAL SERIES DREYFUS VARIABLE MFS VARIABLE INSURANCE
.AIM V.I. International PORTFOLIO COMPANY INVESTMENT FUND TRUST
Equity Fund .International Equities .Quality Bond Portfolio .MFS Emerging Growth
.AIM V.I. Value Fund Fund/1/ .Small Cap Portfolio Series
.MidCap Index Fund/1,2/
.Money Market Fund/1/
.Stock Index Fund/1,2/

A I M Advisors, Inc./*/ /1/ The Variable Annuity Life
Insurance Company* The Dreyfus Corporation/*/ Massachusetts Financial
/2/ Bankers Trust Company (+) Services Company/*/
- -----------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER UNIVERSAL PUTNAM VARIABLE TRUST SAFECO RESOURCE VAN KAMPEN LIFE
FUNDS, INC. .Putnam VT Diversified SERIES TRUST INVESTMENT TRUST
.Equity Growth Portfolio/1/ Income Fund .Equity Portfolio .Strategic Stock Portfolio

.High Yield Portfolio/2/ .Putnam VT Growth .Growth Portfolio
and Income Fund
.Putnam VT International
Growth and Income Fund
/1/Morgan Stanley Dean Witter Investment Van Kampen Asset
Management Inc.* SAFECO Asset Management Inc.*
/2/Miller Anderson & Sherrerd, LLP* Putnam Investment Management Company*
Management, Inc.*
- -----------------------------------------------------------------------------------------------------------------------------------
* The Investment Adviser of the investment option
(+) The Investment Sub-Adviser of the investment option

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 USL REPRESENTATIVE OR FROM US AT OUR ADMINISTRATIVE
CENTER LISTED ABOVE.

Other choices you have. During the insured person's lifetime, you can also
(1) request a change in the amount of insurance, (2) borrow or withdraw amounts
you have in our investment options, (3) choose, within limits, when and how much
you invest, and (4) choose whether the accumulation value will, upon the insured
person's death, be added to the insurance proceeds we otherwise will pay to the
beneficiary.

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

Right to return. If for any reason you are not satisfied with your Policy,
you may return it to us and we will return you the greater of (i) all premiums
paid or (ii) accumulation value plus any taxes or 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 USL representative through whom you purchased the
Policy within 10 days after you receive it. 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 above-listed investment options as you have chosen. Any
additional premium we receive during the 15-day period will also be invested in
the money market option and allocated to your chosen investment options at the
same time as your initial net premium.

We have designed this prospectus to provide you with information that you
should have before investing in the Policies (Policy Form No. 97600N). Please
read the prospectus carefully and keep it for future reference.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THE POLICIES ARE NOT AVAILABLE IN ALL STATES.

THE POLICIES ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE NOT
DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED. THEY ARE
SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL INVESTED.

THIS PROSPECTUS IS DATED ____________.

GUIDE TO THIS PROSPECTUS

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

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

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

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

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

Additional information. You may find the answers to any other questions
you have under "Additional Information" beginning on page __, or in the forms of
our Policy and riders. A table of contents for the "Additional Information"
portion of this prospectus also appears on page __. You can obtain copies of
our Policy and rider forms from (and direct any other questions to) your USL
representative or our Administrative Center (shown on the first page of this
prospectus).

USL's financial statements. We have included certain financial statements
of USL. These begin on page ______.

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 __, which
follows 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.

BASIC QUESTIONS YOU MAY HAVE

HOW CAN I INVEST MONEY IN A POLICY?

Premium payments. We call the investments you make in a Policy "premiums" or
"premium payments." The amount we require as your first premium varies depending
on the specifics of your Policy and the insured person. (Policies issued with
automatic premium payment plans may have different minimums.) Otherwise, with a
few exceptions mentioned below, you can make premium payments at any time and in
any amount.

Limits on premium payments. Federal tax law limits your ability to make
certain very large amounts of premium payments (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 are summarized further under "Tax Effects" beginning on page
__. We will monitor your premium payments, however, to be sure that you do not
exceed permitted amounts or inadvertently incur any tax penalties. Also, in
certain limited circumstances (if your Policy is determined to be a "modified
endowment contract" or if additional premiums cause the death benefit to
increase more than the accumulation value), we may refuse to accept an
additional premium if the insured person does not provide us with adequate
evidence that he/she continues to meet our requirements for issuing insurance.

Checks and money orders. You must pay premiums by check or money order drawn
on a U.S. bank in U.S. dollars and made payable to "The United States Life
Insurance Company in the City of New York," or "USL." Premiums after the first
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.

Other ways to pay premiums. We also accept premium payments by bank draft,
wire, or by exchange from another insurance company. You may obtain further
information about how to make premium payments by any of these methods from your
USL representative or from our Administrative Center shown on the front cover of
this prospectus.

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

Dollar cost averaging. Dollar cost averaging is an investment strategy
designed to reduce the risks that result from market fluctuations. The strategy
spreads the allocation of your accumulation value 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 investment options that you choose (but not to our declared fixed interest
account option). 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 on any day of the month except the 29th, 30th or
31st. (The term "valuation period" is described on page __.) You must have at
least $5,000 of accumulation value to start dollar cost averaging and each
transfer under the program must be at least $100. You cannot participate in
dollar cost averaging while also using automatic rebalancing (discussed below).
Dollar cost averaging ceases upon your request, or if your accumulation value in
the money market option becomes exhausted.

Automatic rebalancing. This feature automatically rebalances the proportion
of your accumulation value in each investment option under your Policy (other
than our declared fixed interest account option) to correspond to your then
current premium allocation designation. You tell us whether you want us to do
the rebalancing quarterly, semi-annually or annually. The date automatic
rebalancing occurs will be based on the date of issue of your Policy. For
example, if your Policy is dated January 17, and you have requested automatic
rebalancing on a quarterly basis, automatic rebalancing will start on April 17,
and will occur quarterly thereafter. Automatic rebalancing will occur as of the
end of the valuation period that contains the date of the month your Policy was
issued. You must have a total accumulation value of at least $5,000 to begin
automatic rebalancing. You cannot participate in this program while also
participating in dollar cost averaging (discussed above). Rebalancing ends upon
your request.

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 beginning on page __, under "Deductions from each
premium payment." We invest the rest in one or more of the investment options
you have selected from the list on the front cover of this prospectus. We call
the amount that is at any time invested under your Policy your "accumulation
value."

Your investment options. We invest the accumulation value that you have
allocated to any investment option (except our declared fixed interest account
option) in shares of a Mutual Fund that follows investment practices, policies
and objectives that are appropriate to that option. Over time, your accumulation
value in any 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 be reduced by certain charges that we deduct.
We describe these charges beginning on page __, under "What charges will USL
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. This includes information
about the investment performance that each Fund's investment manager has
achieved. You can request additional free copies of these prospectuses from
your USL representative or from our Administrative Center.

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

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

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

Your specified amount of insurance. In your application to buy a Platinum
Investor Policy, you will tell us how much life insurance coverage you want on
the life of the insured person. We call this the "specified amount" of
insurance.

Your death benefit. The basic death benefit we will pay is reduced by any
outstanding loans. You also choose whether the basic death benefit we will pay
is

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

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

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

We will automatically pay an alternative basic death benefit if it is higher
than the basic Option 1 or Option 2 death benefit (whichever you have selected).
The alternative basic death benefit is computed by multiplying your Policy's
accumulation value on the insured person's date of death by the following
percentages:

TABLE OF ALTERNATIVE BASIC DEATH BENEFITS AS A PERCENTAGE MULTIPLE OF POLICY
ACCUMULATION VALUE

INSURED
PERSON'S 40 or
AGE*: Under 45 50 55 60 65 70 75 to 90 95+

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

__________________________________
* Nearest birthday at the beginning of the Policy year in which the insured
person dies. The percentages are interpolated for ages that are not shown
here.

WHAT CHARGES WILL USL DEDUCT FROM MY INVESTMENT IN A POLICY?

Deductions from each premium payment. We deduct from each premium a charge
for the tax that is then applicable to us in your state or other jurisdiction.
Taxes currently range from .75% to 3.5%. You are not permitted to deduct the
amount of these taxes on your income tax return. We also currently deduct an
additional 2.5% from each after-tax premium payment. We have the right at any
time to increase this additional charge to not more than 5% on all future
premium payments.

Daily charge. We make a daily deduction at an annual effective rate of .75%
of your accumulation value that is then being invested in any of the investment
options (other than our declared fixed interest option). After a Policy has
been in effect for 10 years, we will reduce the rate of the charge to a maximum
of .50%, and after 20 years, we will further reduce the charge to a maximum of
.25%. The daily deduction charges, including the current charge of .75%, are
the maximums we may charge; we may charge less, but we can never charge more.

Flat monthly charge. We will deduct $6 per month from your accumulation
value. Also, we have the right to raise this charge at any time to not more
than $12 per month.

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 if
the insured person died on that date and (b) the then total accumulation value
under the Policy. For otherwise identical Policies, a greater amount at risk
results in a higher monthly insurance charge.

For otherwise identical Policies, a higher cost of insurance rate also results
in a higher monthly insurance charge. Our cost of insurance rates are
guaranteed not to exceed those that will be specified in your Policy. Our
current rates are lower for insured persons in most age and risk classes,
although we have the right at any time to raise these rates to not more than the
guaranteed maximum.

In general, our cost of insurance rates increase with the insured person's
age. The longer you own your Policy, the higher the cost of insurance rate will
be. 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-
smokers than smokers, and lower for persons that have other highly favorable
health characteristics, as compared to those that do not. On the other hand,
insured persons who present particular health, occupational or non-work related
risks may be charged higher cost of insurance rates and other additional charges
based on the specified amount of insurance coverage under their Policy.

Finally, our current cost of insurance rates are lower for Policies having a
specified amount of at least $1,000,000 on the day the charge is deducted. This
means that if your specified amount for any reason decreases from $1,000,000 or
more to less than $1,000,000, your subsequent cost of insurance rates will be
higher under your Policy than they otherwise would be. The reverse is also
true. Our cost of insurance rates also 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.

Under New York law, a portion of our cost of insurance rates is used to
recover acquisition costs associated with issuing your Policy. Such charges are
higher in the early policy years.

Under New York law, any changes in the cost of insurance rates, interest
rates, mortality and expense charges, percentage of premium charges or the
monthly administration fee will be based on our expectations as to investment
earnings, mortality, persistency and expenses (including, reinsurance costs and
applicable tax charges.) Such changes in policy cost factors will be determined
in accordance with procedures and standards on file with the New York Insurance
Department and will be determined at least every five years.

Monthly charges for additional benefit riders. We will deduct charges monthly
from your accumulation value, if you select certain additional benefit riders.
These are described beginning on page __, under "What additional rider benefits
might I select?"

Surrender charge. The Policies have a surrender charge that applies for the
first 10 Policy years (and the first 10 years after any requested 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. The maximum
amount of the surrender charge will be shown on pages __ of the Policy. It may
initially be as high as $40 per $1,000 of specified amount or as low as $1.80
per $1,000 of specified amount (or any increase in the specified amount). Any
amount of surrender charge decreases automatically by a constant amount each
year beginning in the fourth year of its 10 year period referred to above until,
in the eleventh year, it is zero.

We will deduct the entire amount of any then applicable surrender charge from
the accumulation value at the time of a full surrender of a Policy. Upon a
requested decrease in such a Policy's specified amount of coverage, we will
deduct any remaining amount of the surrender charge that was associated with the
specified amount that is canceled. This includes any specified amount decrease
that, as described under "Partial surrender" beginning on page __,

results from any requested partial surrender. For this purpose, we deem the most
recent increases of specified amount to have been canceled first.

Transaction Fee. We will charge you the lesser of 5% of the surrender amount
or $25 fee for each partial surrender you make.

Charge for taxes. We can make a charge in the future for 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.

Transfer Charges. We also reserve the right to charge a fee of $25.00 for each
transfer in excess of 12 during a policy year. Any such suspension or charge
will be administered in a nondiscriminatory manner. The $25.00 charge will not
apply to transfers made under the Dollar Cost Averaging or Automatic Rebalancing
provisions.

Allocation of charges. You may choose the investment options from which we
deduct all monthly charges. If you do not have enough accumulation value in the
investment options you select, we will deduct these charges in proportion to the
amount of accumulation value you then have in each investment option. Any
surrender charge upon a decrease in specified amount that is requested under a
Platinum Investor Policy will be allocated in the same manner as if it were a
monthly deduction.

WHAT CHARGES AND EXPENSES WILL THE MUTUAL FUNDS DEDUCT FROM AMOUNTS I INVEST
THROUGH MY POLICY?

Each Mutual Fund pays its investment management fees and other operating
expenses. Because they reduce the investment return of a Fund, these fees and
expenses also will reduce indirectly the return you will earn on any
accumulation value that you have invested in that Fund. These charges and
expenses are as follows:

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

TOTAL FUND
FUND OTHER FUND OPERATING OPERATING
NAME OF FUND MANAGEMENT FEES EXPENSES (AFTER EXPENSE EXPENSES(AFTER
- --------------------------------------------- (AFTER EXPENSE REIMBURSEMENT)(1),(2) EXPENSE REIM-
REIMBURSEMENT)(1),(2) ----------------------- BURSEMENT)(1),(2)
---------------------- -----------------

The following funds of AIM VARIABLE
INSURANCE FUNDS, INC.:
AIM V.I. International Equity Fund 0.75% 0.16% 0.91%
AIM V.I. Value Fund 0.61% 0.05% 0.66%

The following funds of AMERICAN GENERAL
SERIES PORTFOLIO COMPANY:
International Equities Fund 0.35% 0.05% 0.40%
MidCap Index Fund 0.32% 0.04% 0.36%
Money Market Fund 0.50% 0.04% 0.54%
Stock Index Fund 0.27% 0.04% 0.31%

The following funds of DREYFUS VARIABLE
INVESTMENT FUND:
Quality Bond Portfolio 0.65% 0.08% 0.73%
Small Cap Portfolio 0.75% 0.02% 0.77%

The following series of MFS VARIABLE
INSURANCE TRUST:
MFS Emerging Growth Series 0.75% 0.10% 0.85%

The following portfolios of MORGAN
STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Equity Growth Portfolio 0.09% 0.76% 0.85%
High Yield Portfolio 0.15% 0.65% 0.80%

The following portfolios of PUTNAM
VARIABLE TRUST: Class "IB" Funds
Putnam VT Diversified Income Fund 0.50% 0.19%/(3)/ 0.69%

Putnam VT Growth and Income Fund 0.35% 0.14%/(3)/ 0.49%

. Putnam VT International Growth 0.59% 0.25%/(3)/ 0.84%
and Income Fund

The following portfolios of SAFECO
RESOURCES SERIES TRUST:
Equity Portfolio 0.74% 0.04% 0.78%
Growth Portfolio 0.74% 0.06% 0.80%

The following portfolio of VAN KAMPEN
LIFE INVESTMENT TRUST:
Strategic Stock Portfolio 0.00% 0.65% 0.65%

- ---------------------------------
/1/ The Mutual Funds' advisers or administrators have entered into service
agreements with USL. Under these arrangements, the advisers or administrators
pay fees to USL for certain administrative services. The fees do not have a
direct relationship to the Mutual Funds' Annual Expenses. (See "Service
Agreements.")

/2/ Management fees and other expenses as shown for fiscal year 1998 would have
been the percentages shown below without certain voluntary expense
reimbursements from the investment adviser. Current and future fees and
expenses may vary from the fiscal year 1998 fees and expenses.

Management Other Total
Fees Expenses Annual Expenses
----------- --------- ----------------

Equity Growth Portfolio 0.55% 0.76% 1.31%
High Yield Portfolio 0.50% 0.65% 1.15%
Strategic Stock Portfolio 0.50% 0.75% 1.25%

/3/ Including 12b-1 fees of .11%

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 have
us bill you. 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. You need to invest enough to ensure that your Policy's
accumulation value, less any indebtedness and after your monthly deductions,
stays above zero. The less you invest, the more likely it is that your Policy's
accumulation value, less any indebtedness and after your monthly deductions,
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 accumulation value does
fall to zero, 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 would have to pay enough premium to keep your
Policy in force for two months and payment or reinstatement of any

indebtedness. In the Policy form itself, you will find additional information
about the values and terms of a Policy after it is reinstated.

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. Unless you are transferring the entire amount you have in an
investment option, each transfer must be at least $500. See "Additional Rights
That We Have," beginning on page __. Also, you may not in any one Policy year
make transfers out of our declared fixed interest account option that aggregate
more than 25% of the accumulation value you had invested in that option at the
beginning of that Policy year.

You may make transfers at any time, except that transfers out of our
declared fixed interest account option must be made within 60 days after a
Policy anniversary. We will not honor any request received outside that period.

Market timing. The Policies are not designed for professional market
timing organizations or other entities using programmed and frequent transfers.
We may not unilaterally terminate or discontinue transfer privileges. However,
we reserve the right to suspend such privileges for a reasonable period.

Maximum number of investment options. We can at any time limit the number
of investment options you may use. Our current rule is that you cannot use more
than 18 different options over the life of your Policy.

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Increase in coverage. You may at any time 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 risk class of the insured person at the
time of the increase. Also, a new amount of surrender charge applies to the
specified amount increase. These amounts are the same as they would be if we
were instead issuing the same amount of additional coverage as a new 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.
The minimum is $100,000 (or, if greater, the minimum amount that the tax law
requires relative to the amount of premium payments you have made). At the time
of a decrease under such a Policy, we will deduct from the Policy's accumulation
value an amount of 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. We compute the amount we deduct in
the manner described on page __, under "Decreases in the specified amount."

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

. If you change from Option 1 to 2, we 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.

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

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

WHAT ADDITIONAL RIDER BENEFITS MIGHT I SELECT?

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

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

. Automatic Increase Rider, which 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 __). 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.

. Children's Insurance Benefit Rider, which 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.

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

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

. Terminal Illness Rider, which 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, under which we will waive all
monthly charges under your Policy and riders that we otherwise would
deduct from your accumulation value, so long as the insured person is
totally disabled (as defined in the rider). While we are paying
benefits under this rider we will not permit you to request any
increase in the specified amount of your Policy's coverage. However,
loan interest will not be paid for you under this rider, and the
Policy could, under certain circumstances, lapse for nonpayment of
loan interest.

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 __. 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, less any
surrender charge that then applies. We call this your "cash surrender value."
Because of the surrender charge, it is unlikely that your Policy will have any
cash surrender value during at least the first year.

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.

. If the Option 1 death benefit is then in effect, we will also
automatically reduce your Policy's specified amount of insurance by
the amount of your withdrawal and any related charges.

. If we reduce your Policy's specified amount because you have requested
a partial surrender while the Option 1 death benefit is in effect, we
will deduct the same amount of surrender charge, if any, that would
have applied if you had requested such specified amount decrease
directly. See "Decreases in the specified amount," on page __.

. We will not permit a partial surrender if it would cause your Policy
to fail to qualify as life insurance under the tax laws or if it would
cause your specified amount to fall below the minimum allowed.

. You may choose the investment option or options from which money that
you withdraw will be taken. Otherwise, we will allocate the
withdrawal 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.

Option to Exchange Policy During First 18 Months. Under New York law, at
any time during the first 18 months from the Date of Issue of your Policy, and
while the Policy is in force on a premium paying basis, it may be exchanged for
any general account fixed benefit plan of life insurance offered by us, subject
to the following conditions:

. the new policy will be issued with the same Date of Issue, insurance
age, and risk classification as your Policy;

. the amount of insurance will be the same as the initial amount of
insurance under your Policy;

. the new policy may include any additional benefit provided by rider
included in this policy if available for issue with the new policy;

. the exchange will be subject to an equitable premium or cash value
adjustment that takes appropriate account of the premiums and cash
values under the original and new policies; and

. evidence of insurability will not be required for the exchange.

Right to Convert in the Event of a Material Change in Investment Policy.
Under New York law, if there is a material change in the investment policy of
the Separate Account USL VL-R which has been approved by the Superintendent of
the New York Department of Insurance, and you object to such change, you shall
have the option to convert, without evidence of insurability, to a general
account fixed benefit life insurance policy within 60 days after the later of:
(1) the effective date of such change in investment policy; or (2) the receipt
of the notice of the options available.

Policy loans. You may at any time borrow from us an amount equal to your
Policy's cash surrender value (less our estimate of three months' charges and
less the interest that will be payable on your loan through your next Policy
anniversary.)

We remove from your investment options an amount equal to your loan and
hold that amount as additional collateral for the loan. We will credit your
Policy with interest on this collateral amount at an effective annual rate of 4%
(rather than any amount you could otherwise earn in one of our investment
options), and we will charge you interest on your loan at an effective annual
rate of 4.75%, payable in arrears. 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) of your loan at any time
before the death of the Insured while the Policy is in force. You must
designate any loan repayment as such. Otherwise, we will treat it as a premium
payment instead. Any loan repayments go first to repay all loans that were taken
from our declared fixed interest account option. We will invest any additional
loan repayments you make in the investment options you request. In the absence
of such a request we will invest the repayment in the same proportion as you
then have selected for premium payments that we receive from you. Any unpaid
loan will be deducted from the proceeds we pay following the insured person's
death.

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

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

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

We intend to set the rate of interest we credit to your preferred collateral
amount equal to the loan interest rate you are paying, resulting in a zero net
cost of borrowing for that amount. We have full discretion to vary the
preferred rate, provided that it will always be greater than the rate we are
then crediting in connection with regular Policy loans, and will never be less
than an effective annual rate of 4.5%.

Maturity of your Policy. If the insured person is still living on the
"Maturity Date" shown on page __ of your Policy, we will automatically pay you
the cash surrender value of the Policy, and

the Policy will end. The maturity date is the Policy anniversary nearest the
insured person's 100th birthday.

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

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

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

. Option 2 - Equal monthly payments of a specified amount until all
amounts are paid out.

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

. Option 4 - Proceeds left to accumulate with interest.

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

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

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

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

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

TO WHAT EXTENT CAN USL VARY THE TERMS AND CONDITIONS OF THE POLICIES IN
PARTICULAR CASES?

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

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

Policies purchased through term life conversions. We maintain rules about
how to convert term insurance to a Platinum Investor Policy. This is referred
to as a term conversion. Term conversions are available to owners of term life
insurance we have issued. Any right to a term conversion is stated in the term
life insurance policy. Again, our published rules about term conversions may be
changed from time to time, but are evenly applied to all our customers.

Variations in expenses or risks. USL may vary the charges and other terms
of the Policies where special circumstances result in sales or administrative
expenses, mortality risks, or other risks that are different from those normally
associated with the Policies. The New York Insurance Department may have to
give its prior approval to some of these changes.

HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?

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

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

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

HOW DO I COMMUNICATE WITH USL?

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.

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.

The following requests must be made in writing and signed by you:

. 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 charges;

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

. increase or decrease in specified amount;

. addition or cancellation of, or other action with respect to, any
rider benefits;

. election of a payment option for Policy proceeds; and

. tax withholding elections.

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

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 also obtain these forms from our Administrative Center or
from your USL 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.

ILLUSTRATIONS OF HYPOTHETICAL POLICY BENEFITS

To help explain how our Policies work, we have prepared the following
tables:

PAGE TO SEE IN THIS
TABLE PROSPECTUS
----- -------------------
Death Benefit Option 1 - Current Charges
Guaranteed Maximum Charges

The tables show how death benefits, accumulation values, and cash surrender
values ("Policy benefits") under sample Platinum Investor Policies 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 45 year-old male non-tobacco user and who is a better-than-
average mortality risk in other respects as well. Planned premium payments of
$1,368 for an initial $100,000 of specified amount of coverage are assumed to be
paid at the

beginning of each Policy year for the Platinum Investor Policy. The
samples 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 for the Platinum Investor version are that version's surrender charges.

Although the tables below do not include examples of a Policy with an
Option 2 death benefit, such a Policy would have higher death benefits, lower
cash surrender values, and a greater risk of lapse.

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

. a daily charge at an annual effective rate of .75% for the first 10
Policy years (for both current and guaranteed maximum charges);

. a daily charge at an annual effective rate of .50% after 10 Policy
years (for both current and guaranteed maximum charges);

. a daily charge at an annual effective rate of .25% after 20 Policy
years (for both current and guaranteed maximum charges);

. a charge for state premium tax ranging from .75% to 3.5% of each
premium payment, depending on the state, assumed to be 2.5% (for both
current and guaranteed maximum charges);

. a charge of 2.5% and 5.0% from each after-tax premium payment for
current charges and guaranteed maximum charges, respectively;

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

. a flat monthly charge of $6 and $12 for current charges and
guaranteed maximum charges, respectively.

The charges assumed by both the current and guaranteed maximum charge
tables also include 0.67% for expenses of the Mutual Funds, which is the
arithmetic average of the advisory fees payable with respect to each Mutual
Fund, after all reimbursements, plus the arithmetic average of all other
operating expenses of each such Fund after all reimbursements, as reflected on
pages __. The total assumed tax charges for all of the tables are 2.5% of
premiums.

Preliminary Information Statement and Policy Summary. We will provide you
with a Buyer's Guide and a preliminary information statement describing some of
the values and benefits of your Policy at the time of policy application. We
will also provide you with a policy summary at the time that your Policy is
delivered demonstrating the values and benefits contained in your Policy as
issued.

Platinum Investor

Planned Premium $1,368.00 Initial Specified Amount $100,000
Death Benefit Option 1
Male Age 45
Preferred risk Non-Tobacco User
Assuming Current Charges

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

1 100,000 100,000 100,000 893 958 1,023 0 0 0
2 100,000 100,000 100,000 1,752 1,938 2,132 384 570 764
3 100,000 100,000 100,000 2,591 2,954 3,349 1,223 1,586 1,981
4 100,000 100,000 100,000 3,386 3,985 4,663 2,189 2,788 3,466
5 100,000 100,000 100,000 4,162 5,056 6,109 3,136 4,030 5,083
6 100,000 100,000 100,000 4,919 6,168 7,701 4,064 5,313 6,846
7 100,000 100,000 100,000 5,668 7,336 9,467 4,984 6,652 8,783
8 100,000 100,000 100,000 6,388 8,539 11,405 5,875 8,026 10,892
9 100,000 100,000 100,000 7,089 9,791 13,545 6,747 9,449 13,203
10 100,000 100,000 100,000 7,773 11,095 15,909 7,602 10,924 15,738

15 100,000 100,000 100,000 11,092 18,760 32,629 11,092 18,760 32,629

20 100,000 100,000 100,000 13,666 28,059 60,426 13,666 28,059 60,426

Platinum Investor

Planned Premium $1,368.00 Initial Specified Amount $100,000
Death Benefit Option 1
Male Age 45
Preferred risk Non-Tobacco User
Assuming Guaranteed Charges

1 100,000 100,000 100,000 658 715 772 0 0 0
2 100,000 100,000 100,000 1,275 1,429 1,591 0 61 223
3 100,000 100,000 100,000 1,851 2,143 2,463 483 775 1,095
4 100,000 100,000 100,000 2,375 2,846 3,383 1,178 1,649 2,186
5 100,000 100,000 100,000 2,849 3,538 4,357 1,823 2,512 3,331
6 100,000 100,000 100,000 3,273 4,219 5,392 2,418 3,364 4,537
7 100,000 100,000 100,000 3,637 4,877 6,484 2,953 4,193 5,800
8 100,000 100,000 100,000 3,929 5,500 7,629 3,416 4,987 7,116
9 100,000 100,000 100,000 4,152 6,087 8,834 3,810 5,745 8,492
10 100,000 100,000 100,000 4,293 6,626 10,098 4,122 6,455 9,927

15 100,000 100,000 100,000 3,612 8,383 17,616 3,612 8,383 17,616

20 0 100,000 100,000 0 7,069 27,397 0 7,069 27,397

THE VALUES IN BOTH TABLES WILL CHANGE IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS
OR FREQUENCIES.

THE INVESTMENT RESULTS ARE EXAMPLES ONLY AND ARE NOT A REPRESENTATION OF PAST
OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN IN BOTH TABLES.

ADDITIONAL INFORMATION

A general overview of the Policies appears at pages 1 through __. 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
- ---------------------------------- ----------
USL..........................................................
Separate Account USL VL-R....................................
Tax Effects..................................................
Voting Privileges............................................
Your Beneficiary.............................................
Assigning Your Policy........................................
More About Policy Charges....................................
Effective Date of Policy and Related Transactions............
More About Our Declared Fixed Interest Account Option........
Distribution of the Policies.................................
Payment of Policy Proceeds...................................
Adjustments to Death Benefit.................................
Additional Rights That We Have...............................
Performance Information......................................
Our Reports to Policy Owners.................................
USL's Management.............................................
Principal Underwriter's Management...........................
Legal Matters................................................
Independent Auditors.........................................
Actuarial Expert.............................................
Service Agreements...........................................
Certain Potential Conflicts..................................
Year 2000 Considerations.....................................

USL

USL is a stock life insurance company, which was organized under the laws of
the State of New York on February 25, 1850. USL is an indirect, wholly-owned
subsidiary of American General Corporation, a diversified financial services
holding company engaged primarily in the insurance business. The commitments
under the Policies are USL's, and American General Corporation has no legal
obligation to back those commitments.

USL 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. USL's membership in IMSA applies only to USL and not its
products.

SEPARATE ACCOUNT USL VL-R

We hold the Mutual Fund shares in which any of your accumulation value is
invested in our Separate Account USL VL-R. Separate Account USL VL-R is a
"separate account," as defined by the SEC and is registered as a unit investment
trust with the SEC under the Investment Company Act of 1940, as amended. We
created the separate account on August 8, 1997 under New York law.

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

USL also issues variable annuities through its Separate Account USL VA-R,
which is also a registered investment company.

TAX EFFECTS

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

General. A Platinum Investor 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 Policies 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 defined under Section 7702A of the Code (which is discussed below).
In all cases, however, the character of all income that is described below as
taxable to the payee will be ordinary income (as opposed to capital gain).

Testing for modified endowment contract status. Your Policy will be a
"modified endowment contract" if, at any time during the first seven Policy
years, you have paid a cumulative amount of premiums that exceeds the premiums
that would have been paid by that time under a similar fixed-benefit insurance
policy that was designed (based on certain assumptions mandated under the Code)
to provide for paid-up future benefits after the payment of seven level annual
premiums. This is called the "seven-pay" test.

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

If your Policy's benefits are reduced during the first seven Policy years
(or within seven years after a material change), the calculated seven-pay
premium limit will be redetermined based on the reduced level of benefits and
applied retroactively for purposes of the seven-pay test. (Such a reduction in
benefits could include, for example, a decrease in specified amount you request
or, in some cases, a partial surrender or termination of additional benefits
under a rider.) If the premiums previously paid are greater than the
recalculated seven-payment premium level limit, the Policy will become a
modified endowment contract. A life insurance policy that is received in
exchange for a modified endowment contract will also be considered a modified
endowment contract.

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

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

After the first 15 Policy years, the proceeds from a partial surrender will
not be subject to federal income tax except to the extent such proceeds exceed
your tax "basis" in your Policy. (Your tax 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, 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 tax 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 tax 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 accrued loan interest will be treated as a
distribution and could be subject to tax under the above rules. Finally, if you
make an assignment of rights or benefits under your Policy you may be deemed to
have received a distribution from your Policy, all or part of which may be
taxable.

Taxation of pre-death distributions if your Policy is a modified endowment
contract. If your Policy is a modified endowment contract, any distribution
from your Policy during the insured person's lifetime will be taxed on "income
out first" before recovery of your tax basis. Distributions for this purpose
include a loan (including any increase in the loan amount to pay interest on an
existing loan or an assignment or a pledge to secure a loan) or partial
surrender. Any such distributions will be considered taxable income to you to
the extent your accumulation value exceeds your tax basis in the Policy. For
modified endowment contracts, your tax basis is similar to the basis described
above for other Policies, except that it also would be increased by the amount
of any prior loan under your Policy that was considered taxable income to you.
For purposes of determining the taxable portion of any distribution, all
modified endowment contracts issued by the same insurer (or its affiliate) to
the same owner (excluding certain qualified plans) during any calendar year are
aggregated. The U.S. Treasury Department has authority to prescribe additional
rules to prevent avoidance of "income out first" taxation on distributions from
modified endowment contracts.

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 distributions:

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

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

. 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 income tax, including the 10%
penalty tax, as described above. In addition, on the maturity date or upon a
full surrender, any excess of the proceeds we pay (including any amounts we use
to discharge any loan) over your tax basis in the Policy, will be subject to
federal income tax and, unless an exception applies, the 10% penalty tax.

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

authorized to prescribe rules which would treat similarly other distributions
made in anticipation of a policy becoming 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.

Terminal illness rider. Amounts received under an insurance policy on the
life of an individual who is terminally ill, as defined by the tax law, are
generally excludable from the payee's gross income. We believe that the
benefits provided under our terminal illness rider meet the law's definition of
terminally ill and can qualify for this income tax exclusion. This exclusion
does not apply, however, to amounts paid to someone other than the insured
person, if the payee has an insurable interest in the insured person's life
because the insured is a director, officer or employee of the payee or by reason
of the insured person being financially interested in any trade or business
carried on by the payee.

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
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.

In connection with the issuance of then temporary diversification
regulations, the Treasury Department stated that it anticipated 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 a separate
account may cause the policy owner, rather than the insurance company, to be
treated as the owner of the assets in the account. If you were considered the
owner of the assets of the separate account, 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 USL, and not the owner of a Policy, would
be considered the owner of the assets of our separate account.

Estate and generation skipping taxes. If the insured person is the
Policy's owner, the death benefit under a Platinum Investor 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. Federal estate tax is integrated with federal gift tax under a
unified rate schedule. In general, estates less than $650,000 (or larger
amounts specified in the Code to commence in certain future years) will not
incur a federal estate tax liability. In addition, an unlimited marital
deduction may be available for federal estate tax purposes.

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

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

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

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

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

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

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

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

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 our
separate account or allocable to the Policies.

Certain Mutual Funds in which your accumulation value is invested may elect
to pass through to USL taxes withheld by foreign taxing jurisdictions on foreign
source income. Such an election will result in additional taxable income and
income tax to USL. 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 USL.

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

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

We will vote all shares of each Fund that we hold of record, including any
shares we own on our own behalf, in the same proportions as those shares for
which we have received instructions from owners participating in that Fund
through Separate Account USL 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. USL reserves
the right to modify these procedures in any manner that the laws in effect from
time to time allow.

YOUR BENEFICIARY

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

ASSIGNING YOUR POLICY

You may assign (transfer) your rights in a Policy to someone else as
collateral for a loan or for some other reason, if we agree. 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 taken before we receive complete notice of the assignment in
good order. We are not responsible for the validity of the assignment. An
absolute assignment is a change of ownership. All collateral assignees of
record must consent to any full surrender, partial surrender, loan or payment
from a Policy under a terminal illness rider. 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 Policies are designed to
cover, in total, our direct and indirect costs of selling, administering and
providing benefits under the Policies. They are also designed, in total, to
compensate us for the risks we assume and services that we provide under the
Policies. 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);

. investment risks (such as the risk that adverse investment
performance will make it more difficult for us to reduce the amount of
our daily charge for revenues below what we anticipate);

. 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 Policies require us to provide will exceed what we
currently project).

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

The current charges that we deduct from premiums have been designed to
compensate us for taxes we have to pay to the state where you live when we
receive a premium from you, as well as similar federal taxes we incur as a
result of premium payments. The current flat monthly charge that we deduct has
been designed primarily to compensate us for the continuing administrative
functions we perform in connection with the Policies. The current monthly
insurance charge has been designed primarily to provide funds out of which we
can make payments of death benefits under the Policies as insured persons die.

Any excess from the charges discussed in the preceding paragraph, as well
as revenues from the daily charge, are primarily intended to:

. offset other expenses in connection with the Policies (such as the
costs of processing applications for Policies and other unreimbursed
administrative expenses, costs of paying sales commissions and other
marketing expenses for the Policies, and costs of paying death claims
if the mortality experience of insured persons is worse than we
expect);

. compensate us for the risks we assume under the Policies; or

. otherwise to be retained by us as profit.

The surrender charge has also been designed primarily for these purposes.

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 or charge increase for any purpose.

Change of tobacco use. If the person insured under your Policy is a
tobacco user, you may apply to us for an improved risk class if the insured
person meets our then applicable requirements for demonstrating that he or she
has stopped tobacco use for a sufficient period.

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, rating 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 (including Platinum Investor
policies) in connection with an employment-related insurance or benefit plan.
In a 1983 decision, the United States Supreme Court held that, under Title VII,
optional annuity benefits under a deferred compensation plan could not vary on
the basis of gender.

Cost of insurance rates. Because of specified amount increases, different
cost of insurance rates may apply to different increments of specified amount
under your Policy. If so, we attribute your accumulation value first to the
oldest increments of specified amount to compute our net amount at risk at each
cost of insurance rate. See "Monthly Insurance Charge" beginning on page __.

Decreases in the specified amount. An amount of any remaining surrender
charge will be deducted upon a decrease in specified amount. If:

. there have been no previous specified amount increases, the amount we
deduct will bear the same proportion to the total surrender charge
then applicable as the amount of the specified amount decrease bears
to the Policy's total specified amount. The remaining amount of
surrender charge that we could impose at a future time, however, will
also be reduced proportionally.

. there have been increases in specified amount, we decrease first
those portions of specified amount that were most recently
established. We also deduct any remaining amount of the surrender
charge that was established with that portion of specified amount
(which we pro-rate if less than that entire portion of specified
amount is being canceled).

Miscellaneous. Each of the distributors or advisers of the Mutual Funds
listed on page 1 of this prospectus reimburses us, on a quarterly basis, for
certain administrative, Policy, and Policy owner support expenses, up to an
annual rate of 0.25% the average daily net asset value of shares of the Mutual
Funds purchased by the divisions at the instruction of owners. These
reimbursements will be reasonable for the services performed and are not
designed to result in a profit. These reimbursements are paid by the
distributors or the advisers, and will not be paid by the Mutual Funds, the
divisions or the owners.

EFFECTIVE DATE OF POLICY AND RELATED TRANSACTIONS

Valuation dates, times, and periods. We generally compute values under
Policies on each day that we are open for business except, with respect to any
investment option, days on which the related Mutual Fund does not value its
shares. We call each such day a "valuation date."

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. If we receive it after the close of business on any
valuation date, however, we consider that we have received it on the day
following that valuation date.

Commencement of insurance coverage. After you apply for a Policy, it can
sometimes take up to several weeks for us to gather and evaluate all the
information we need to decide whether to issue a Policy to you and, if so, what
the insured person's insurance rate 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 minimum first 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 appropriate
address shown on the first page of this prospectus or from your USL
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 insurance rate
class. The day we begin to deduct charges will appear on page __ of your Policy
and is called the "date of issue." Policy months and years are measured from
the date of issue. To preserve a younger age at issue for the insured person,
we may assign a date of issue to a Policy that is up to 6 months earlier than
otherwise would apply.

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

Commencement of investment performance. We begin to credit an investment
return to the accumulation value resulting from your initial premium payment on
the later of (a) the date of issue, or (b) the date all requirements needed to
place the Policy in force have been satisfied, including underwriting approval
and receipt 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 or decreases you request in the specified amount of
insurance, and reinstatements of Policies that have lapsed take effect
on the Policy's monthly deduction day on or next following our
approval of the transaction;

. We may return premium payments 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;

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

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

MORE ABOUT OUR DECLARED FIXED INTEREST ACCOUNT OPTION

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

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

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

each portion in reverse chronological order based on the date that accumulation
value was allocated to this option.

DISTRIBUTION OF THE POLICIES

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

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

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

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

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

. 4% of the premiums not in excess of the target amount paid in each of
Policy years 2 through 10;

. 2.5% of all premiums in excess of the target amount paid in any of
Policy years 1 through 10; and

. .25% annually of the Policy's accumulation value (reduced by any
outstanding loans) in the investment options after Policy year 1.

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

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

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 death
benefit). If we do not have information about the desired manner of payment
within 60 days after the date we receive notification of the insured person's
death, we will pay the proceeds as a single sum, normally within seven days
thereafter.

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

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

Delay of separate account 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 USL 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 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 and 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.

. 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 within two years after the
date on which the Policy was issued, the death benefit will be limited to the
total of all premiums that have been paid to the time of death minus any
outstanding Policy loan and any partial surrenders. If the insured person
commits suicide within two years after the effective date of an increase in
specified amount that you requested, we will pay the death benefit based on the
specified amount which was in effect before the increase, plus the monthly
insurance deductions for the increase. Some states require that we compute
differently these periods for non-contestability 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. If the insured person dies during the Policy's
grace period, we will deduct any overdue monthly charges from the insurance
proceeds.

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 on a pro-rata basis 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 or delete investment options, combine two or more investment options,
or withdraw assets relating to Platinum Investor from one investment
option and put them into another;

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

. operate the separate account, or one or more investment options, in any
other form the law allows, including a form that allows us to make
direct investments. Our separate account 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 applicable law 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 the Separate Account USL 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 Fund in which it invests. The performance information shown may reflect
the deduction of one or more charges, such as the premium charge or surrender
charge, and we generally expect to exclude cost 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 USL'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 are not illustrative of how actual investment
performance would affect the benefits under your Policy. You should not
consider such performance information to be an estimate or guarantee of future
performance.

OUR REPORTS TO POLICY OWNERS

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

USL'S MANAGEMENT:

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

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

Jon P. Newton Senior Chairman of USL since June 1998 and a Director of USL
since June 1997. Director of American General Corporation since
October 1995 and Vice Chairman since April 1997; Vice Chairman
and General Counsel (October 1995-April 1997). Director of other
American General Corporation affiliates since October 1994. Prior
thereto, Partner with Clark, Thomas, Winter & Newton, Austin,
Texas (February 1979-February 1993). Directorships with Houston
Museum of Natural Science Board of Trustees since 1997;
University of Texas Law School Foundation Board of Trustees,
Austin, Texas since 1997; University of Texas-Houston Health
Science Center Development Board, Houston, Texas since 1996;
Texas Commerce Bancshares, Houston, Texas (1985-1993); Texas
Commerce Bank, Austin, Texas (1979-1993); Lomas Financial
Corporation, Dallas, Texas (1983-1993); Vista Properties, Inc.,
Dallas, Texas (1992-1993).

Rodney O. Martin, Jr. Director and Chairman of the Board of USL since June
1997. President and CEO of American General Life
Insurance Company (August 1996-July 1998). President of
American General Life Insurance Company of New York
(November 1995-August 1996). Vice President Agencies,
with Connecticut Mutual Life Insurance Company (1990-
1995).

William M. Keeler Director, President and Chief Executive Officer - Group
Insurance Operations of USL since June 1998. President
and Chief Executive Officer of USLIFE Indemnity Company,
USLIFE Agency Services and USLIFE Credit Life Insurance
Company, Schaumburg, Illinois (May 1995 - July 1998).
Senior Executive Vice President of Marketing of USLIFE
indemnity Company (May 1994 - May 1995.)

David J. Dietz President and Chief Executive Officer - Individual
Insurance Operations of USL since September 1997.
Director of USL since November 1997. President of
Prudential Select Life, Newark New Jersey (August 1990 -
September 1997).

David A. Fravel Executive Vice President of USL since September 1998 and
a Director of USL since November 1997. Director and
Senior Vice President of American General Life Insurance
Company since November 1996. Elected Executive Vice
President in April, 1998. Senior Vice President
Massachusetts Mutual, Springfield, Missouri (March 1996-
June 1996); Vice President, New Business, Connecticut
Mutual Life, Hartford, Connecticut (December 1978-March
1996).

John V. LaGrasse Executive Vice President and Chief Technology Officer
of USL since June 1998. Director, Senior Vice President
and Chief Systems Officer of American General Life
Insurance Company since August 1996. Elected Executive
Vice President in July, 1998. Prior thereto, Director of
Citicorp Insurance Services, Inc., Dover, Delaware (1986-
1996).

Gary D. Reddick Executive Vice President of USL since June 1998.
Executive Vice President of American General Life
Insurance Company since April 1998 and Director since
October 1998. Vice Chairman since July 1997 and Executive
Vice President-Administration of The Franklin Life
Insurance Company since February 1995. Senior Vice
President-Administration of American General Corporation
(October 1994-February 1995). Senior Vice President for
American General Life Insurance Company (September 1986-
October 1994).

Wayne A. Barnard Senior Vice President and Chief Actuary of USL since
September 1998. Senior Vice President and Chief Actuary
of American General Life Insurance Company since November
1997 and Vice President since February, 1991 and Chief
Actuary since February, 1993.

Felix C. Curcuru Senior Vice President - Group Actuarial and Underwriting
of USL since 1967. Director of USL since March 1999.

Ross D. Friend Senior Vice President and Chief Compliance Officer of
USL since November 1998. In July 1998 named as Senior
Vice President and Chief Compliance Officer of American
General Life Insurance Company. Senior Vice President and
General Counsel of The Franklin Life Insurance Company,
Springfield, Illinois (August 1996 - July 1998).
Attorney-in-Charge for The Prudential Insurance Company,
Jacksonville, Florida (July 1995 - August 1996). Chief
Legal Officer for Confederation Life Insurance, Atlanta,
Georgia (1982 - June 1995).

William F. Guterding Senior Vice President and Chief Underwriting Officer of
USL since October of 1991.

Kevin Harty Senior Vice President and Chief Agency Officer of USL
since January 1995. Vice President of Sales for Security
Mutual Life Insurance Company, Binghamton, New York.
(January 1989 -December 1994).

Robert F. Herbert, Jr. Senior Vice President of USL since September 1998 and
Controller and Treasurer of USL since March 1999.
Director, Senior Vice President and Treasurer of American
General Life Insurance Company since May 1996, and
Controller and Actuary from June 1988 to May 1996.

Simon J. Leech Senior Vice President, Houston Service Center of USL
since September 1998. In July 1997 named as Senior Vice
President-Houston Service Center for American General
Life Insurance Company. Various positions with American
General Life Insurance Company since 1981, including
Director of POS in 1993, and Vice President-Policy
Administration in 1995.

Randy J. Marash Senior Vice President and Actuary of USL since July of
1989.

Robert Stuchiner Senior Vice President - Marketing of USL since
September 1998. Chief Marketing Office of TowerMark
Brokerage Services, Inc., New York, New York (September
1990 - September 1998).

R. Stephen Watson Senior Vice President and Chief Administrative Officer
of USL since 1997 and a Director of USL since August
1997. Vice President and Chief Administrative Officer of
American General Life Insurance Company of New York,
Syracuse, New York (1995 - 1997). Director of Insurance
Administration, American General Finance, Evansville,
Indiana (1991 - 1995).

Thomas M. Zurek Senior Vice President and General Counsel of USL since
December 1998. In February 1998 named as Senior Vice
President and Deputy General Counsel of American General
Corporation. Attorney Shareholder with Nyemaster, Goode,
Voigts, West, Hansell & O'Brien, Des Moines, Iowa (June
1992 - February 1998).

William A. Bacas, Sr. Director of USL since June 1997. Partner with Bacas &
Krogmann, Attorneys at Law, Glens Falls, NY since 1972.

John R. Corcoran Director of USL since June 1997. Currently retired.
Various positions, including Vice President of Sales, for
Mutual Life of New York, New York, New York (1956 -
1996).

Patricia O. Ewers Director of USL since June 1997. Currently retired.

Thomas H. Fox Director of USL since June 1997. Currently retired.

William J. O'Hara, Jr. Director of USL since June 1997. Chief Executive Officer
of A J Tech, Vista, California since 1997. Present of
William J. O'Hara, New York, New York (1992 - 1996).

George B. Trotta Director of USL since June 1997. Currently retired.
Senior Vice President of Metropolitan Life Insurance
Company, New York, New York (1982 - 1995).

The principal business address of each person listed above is our Home
Office; except that the street number for Messrs. Newton, Fravel, LaGrasse,
Martin, Reddick and Zurek is 2929 Allen Parkway, the street number for Mr.
Friend is 2727 Allen Parkway, the street address for Messrs. Herbert, Barnard
and Leech is 2727-A Allen Parkway and the street address for Messrs Keeler,
Curcura and Marash is 3600 Rt. 66, Neptune, New Jersey.

PRINCIPAL UNDERWRITER'S MANAGEMENT

The directors and principal officers of the principal underwriter are:

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

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

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

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

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

Robert M. Roth Vice President -
American General Securities Incorporated Administration and Compliance,
2727 Allen Parkway Treasurer and Secretary
Houston, TX 77019

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

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

K. David Nunley Assistant Associate Tax Officer
2727-A 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 USL VL-R.
Pauletta P. Cohn, Esquire, Associate General Counsel of American General Life
Companies, has opined as to the validity of the Policies.

INDEPENDENT AUDITORS

The financial statements of USL included in this prospectus have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
appearing elsewhere in this prospectus. Such financial statements have been
included in this prospectus in reliance upon the report of Ernst & Young LLP
given upon the authority of such firm as experts in accounting and auditing.
Ernst & Young LLP is located at 99 Wood Avenue South, P.O. Box 751, Iselin, NJ
08830-0471.

ACTUARIAL EXPERT

Actuarial matters have been examined by Wayne A. Barnard, who is Senior Vice
President and Chief Actuary of USL. 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.

SERVICE AGREEMENTS

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

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

CERTAIN POTENTIAL CONFLICTS

The Mutual Funds sell shares to separate accounts of insurance companies, both
affiliated and not affiliated with USL. 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. 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.

YEAR 2000 CONSIDERATIONS

Internal Systems. USL's ultimate parent, American General Corporation ("AGC"),
has numerous technology systems that are managed on a decentralized basis.
AGC's Year 2000 readiness efforts are being undertaken by its key business units
with centralized oversight. Each business unit, including USL, has developed
and is implementing a plan to minimize the risk of a significant negative impact
on its operations.

While the specifics of the plans vary, the plans include the following
activities: (1) perform an inventory of our information technology and non-
information technology systems; (2) assess which items in the inventory may
expose us to business interruptions due to Year 2000 issues; (3) reprogram or
replace systems that are not Year 2000 ready; (4) test systems to prove that
they will function into the next century as they do currently; and (5) return
the systems to operations. As of December 31, 1998, substantially all of our
critical systems are Year 2000 ready and have been returned to operations.
However, activities (3) through (5) for certain systems are ongoing, with vendor
upgrades expected to be received during the first half of 1999.

Third Party Relationships. We have relationships with various third parties
who must also be Year 2000 ready. These third parties provide (or receive)
resources and services to (or from) USL and include organizations with which we
exchange information. Third parties include vendors of hardware, software, and
information services; providers of infrastructure services such as voice and
data communications and utilities for office facilities; investors; customers;
distribution channels; and joint venture partners. Third parties differ from
internal systems in that we exercise less, or no, control over Year 2000
readiness. We developed a plan to assess and attempt to reduce the risks
associated with the potential failure of third parties to achieve Year 2000
readiness. The plan includes the following activities: (1) identify and
classify third party dependencies; (2) research, analyze, and document Year 2000
readiness for critical third parties; and (3) test critical hardware and
software products and electronic interfaces. As of December 31, 1998, AGC has
identified and assessed approximately 700 critical third party dependencies,
including those relating to USL. A more detailed evaluation will be completed
during first quarter 1999 as part of our contingency

planning efforts. Due to the various stages of third parties' Year 2000
readiness, our testing activities will extend through 1999.

Contingency Plans. USL and its affiliates have commenced contingency planning
to reduce the risk of Year 2000-related business failures. The contingency
plans, which address both internal systems and third party relationships,
include the following activities: (1) evaluate the consequences of failure of
business processes with significant exposure to Year 2000 risk; (2) determine
the probability of a Year 2000-related failure for those processes that have a
high consequence of failure; (3) develop an action plan to complete contingency
plans for those processes that rank high in consequence and probability of
failure; and (4) complete the applicable action plans. We are currently
developing contingency plans and expect to substantially complete all
contingency planning activities during the second quarter of 1999.

Risks and Uncertainties. Based on our plans to make internal systems ready
for Year 2000, to deal with third party relationships, and to develop
contingency actions, we believe that we will experience at most isolated and
minor disruptions of business processes following the turn of the century. Such
disruptions are not expected to have a material effect on USL's future results
of operations, liquidity, or financial condition. However, due to the size and
complexity of this project, risks and uncertainties exist, and we cannot predict
a most reasonably likely worst case scenario. If conversion of our internal
systems is not completed on a timely basis (due to non-performance by
significant third-party vendors, lack of qualified personnel to perform the Year
2000 work, or other unforeseen circumstances in completing our plans), or if
critical third parties fail to achieve Year 2000 readiness on a timely basis,
the Year 2000 issues could have a material adverse impact on our operations
following the turn of the century.

Costs. Through December 31, 1998, USL has incurred, and anticipates that it
will continue to incur, costs for internal staff, third-party vendors, and other
expenses to achieve Year 2000 readiness. The cost of activities related to Year
2000 readiness has not had a material adverse effect on our results of
operations or financial condition. In addition, we have elected to accelerate
the planned replacement of certain systems as part of the Year 2000 plans.
Costs of the replacement systems are not passed to Divisions of the Separate
Account.

FINANCIAL STATEMENTS

The financial statements of USL contained in this prospectus should be
considered to bear only upon the ability of USL to meet its obligations under
Platinum Investor Policies. They should not be considered as bearing upon the
investment experience of the separate account. No financial statements of
Separate Account USL VL-R are included because, at the date of this prospectus,
the Separate Account had not yet commenced operations and had no assets or
liabilities.

FINANCIAL STATEMENTS OF PAGE TO
THE UNITED STATES LIFE INSURANCE COMPANY SEE IN THIS
IN THE CITY OF NEW YORK PROSPECTUS
-----------
Report of Ernst & Young LLP, Independent Auditors

Balance Sheets as of December 31, 1998 and 1997

Income Statements for the years ended
December 31, 1998, 1997 and 1996

Statements of Comprehensive Income for
the years ended December 31, 1998, 1997 and 1996

Statements of Shareholders' Equity for the years
ended December 31, 1998, 1997 and 1996

Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996

Notes to Financial Statements

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.

Defined Term

accumulation value
Administrative Center
amount at risk
automatic rebalancing
basis
beneficiary
cash surrender value
close of business
Code
cost of insurance rates
daily charge
date of issue
death benefit
declared fixed interest account option
division
dollar cost averaging
Fund
full surrender
grace period
guarantee premiums
Home Office
insured person
investment option
lapse
loan, loan interest
maturity, maturity date
modified endowment contract
monthly deduction day
Monthly insurance charge
Mutual Fund
Option 1, 2
owner
partial surrender
payment option
planned periodic premium
Platinum Investor

Policy
Policy Anniversary
Policy Loan
Policy month, year
preferred loan interest
premiums
premium payments
prospectus
reinstate, reinstatement
rider
SEC
separate account
Separate Account VL-R
seven-pay test
specified amount
surrender
surrender charge
target
telephone transactions
transfers
USL
valuation date period
you, your

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

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

PART II

(OTHER INFORMATION)

UNDERTAKING TO FILE REPORTS

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

RULE 484 UNDERTAKING

The United States Life Insurance Company in the City of New York's Bylaws
provide in Article XI 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

The United States Life Insurance Company in the City of New York 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 The United States Life Insurance
Company in the City of New York.

II-1

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

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

Written Consents of the following persons:

(a) Pauletta P. Cohn, Associate General Counsel of American General Life
Companies;

(b) The United States Life Insurance Company in the City of New York's Actuary;

The following exhibits:

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

(1)(a) The United States Life Insurance Company in the City of New York
Board of Directors resolution authorizing the establishment of
The United States Life Insurance Company in the City of New York
Separate Account USL VL-R and among other things the marketing
of variable life products in New York. (Filed herewith)

(1)(b) Resolutions of Board of Directors of The United States Life
Insurance Company in the City of New York authorizing the
establishment of variable life insurance standards of
suitability and conduct. (4)

(2) Not applicable.

(3)(a)(i) Participation Agreement by and among The United States Life
Insurance Company in the City of New York, American General
Securities Incorporated, Van Kampen Life Investment Trust, Van
Kampen Asset Management, Inc., and Van Kampen Distributors, Inc.
(2)

(3)(a)(ii) Participation Agreement by and among The United States Life
Insurance Company in the City of New York, Morgan Stanley
Universal Funds, Inc., Morgan Stanley Asset Management, Inc.,
and Miller Anderson & Sherrerd. (2)

(3)(b) Specimen form of Selling Group Agreement by and among The United
States Life Insurance Company in the City of New York, and
American General Securities Incorporated, and Selling Group
Member. (3)

II-2

(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.

(5) Specimen form of the "Platinum Investor" Variable Universal Life
Insurance Policy (Policy Form No. 97600N). (Filed herewith)

(6)(a) Copy of the Charter and all amendments thereto of The United
States Life Insurance Company in the City of New York). (1)

(6)(b) Copy of the Bylaws, as amended, of The United States Life
Insurance Company in the City of New York). (1)

(7) Not applicable.

(8) Participation Agreements with Fund Companies. (4)

(9) Not applicable

(10)(a) Specimen form of application for life insurance issued by USL.
(Filed herewith)

(10)(b) Specimen form of supplemental application for variable life
insurance issued by USL on Policy Form No. 97600N. (Filed
herewith)

(10)(c) Service Request Form for Home Office. (Filed herewith)

Other Exhibits

2(a) Opinion and Consent of Pauletta P. Cohn, Associate General
Counsel. (4)

2(b) Opinion and Consent of USL's actuary. (4)

3 Not applicable.

4 Not applicable.

5 Financial Data Schedule. (Not applicable.)

6 Consent of Independent Auditors. (4)

7 Powers of Attorney (Filed with Signature Pages.)

27 Financial Data Schedule. (Inapplicable, because no financial
statements of the Separate Account are being filed herewith)

II-3

/1/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 333-63673) of The United States Life Insurance
Company in the City of New York Separate Account VA-R on September 18, 1998.

/2/ Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form N-4 Registration Statement (File No. 333-63673) of The United States
Life Insurance Company in the City of New York Separate Account VA-R on May 26,
1999.

/3/ Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form N-4 Registration Statement (File No. 333-63843) of The United States
Life Insurance Company in the City of New York Separate Account VA-R on May 27,
1999.

/4/ To be filed by amendment.

II-4

POWERS OF ATTORNEY

Each person whose signature appears below hereby appoints Thomas M. Zurek,
Robert F. Herbert, Jr. and Pauletta P. Cohn and each of them, any one of whom
may act without the joinder of the others, as his/her attorney-in-fact to sign
on his/her behalf and in the capacity stated below and to file all amendments to
this amended Registration Statement, which amendment or amendments may make such
changes and additions to this amended 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 amended 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 26th day of
May, 1999.

THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
SEPARATE ACCOUNT USL VL-R
(Registrant)

BY: THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
(On behalf of the Registrant and itself)

BY: /s/ ROBERT F. HERBERT, JR.
--------------------------------
Robert F. Herbert, Jr.
Senior Vice President
[SEAL]
ATTEST: /s/ PAULETTA P. COHN
-----------------------------------
Pauletta P. Cohn,
Secretary

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

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

/s/ DAVID J. DIETZ Principal Executive Officer May 26, 1999
- -------------------------- and Director
(David J. Dietz)

/s/ ROBERT F. HERBERT, JR. Principal Financial and May 26, 1999
- -------------------------- Accounting Officer
(Robert F. Herbert, Jr. ) and Director

II-5

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

/s/ WILLIAM A. BACAS Director May 26, 1999
- -------------------------------
(William A. Bacas)

/s/ JOHN R. CORCORAN Director May 26, 1999
- ------------------------------
(John R. Corcoran)

/s/ FELIX C. CURCURU Director May 26, 1999
- ----------------------------------
(Felix C. Curcuru)

/s/ WILLIAM M. KEELER Director May 26, 1999
- ---------------------------------
(William M. Keeler)

/s/ DR. PATRICIA O. EWERS Director May 26, 1999
- --------------------------------
(Dr. Patricia O. Ewers)

/s/ THOMAS H. FOX Director May 26, 1999
- --------------------------------
(Thomas H. Fox)

/s/ DAVID A. FRAVEL Director May 26, 1999
- --------------------------------
(David A. Fravel)

Director May __, 1999
- ---------------------------------
(Rodney O. Martin, Jr. )

/s/ JON P. NEWTON Director May 26, 1999
- ---------------------------------
(Jon P. Newton)

II-6

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

/s/ WILLIAM J. O'HARA, JR. Director May 26, 1999
- ----------------------------------
(William J. O'Hara, Jr. )

/s/ GARY D. REDDICK Director May 26, 1999
- ----------------------------------
(Gary D. Reddick)

/s/ GEORGE B. TROTTA Director May 26, 1999
- ----------------------------------
(George B. Trotta)

/s/ R. STEPHEN WATSON Director May 26, 1999
- -----------------------------------
(R. Stephen Watson)

II-7

EXHIBIT INDEX
-------------

The following exhibits:

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

(2) Not applicable.

(4) Not applicable.

(5) Specimen form of the "Platinum Investor" Variable Universal Life
Insurance Policy (Policy Form No. 97600N). (Filed herewith)

(6)(a) Copy of the Charter and all amendments thereto of The United
States Life Insurance Company in the City of New York). (1)

(6)(b) Copy of the Bylaws, as amended, of The United States Life
Insurance Company in the City of New York). (1)

(7) Not applicable.

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(8) Participation Agreements with Fund Companies. (4)

(9) Not applicable

(10)(a) Specimen form of application for life insurance issued by USL.
(Filed herewith)

(10)(b) Specimen form of supplemental application for variable life
insurance issued by USL on Policy Form No. 97600N. (Filed
herewith)

(10)(c) Service Request Form for Home Office. (Filed herewith)

Other Exhibits

2(a) Opinion and Consent of Pauletta P. Cohn, Associate General
Counsel. (4)

2(b) Opinion and Consent of USL's actuary. (4)

3 Not applicable.

4 Not applicable.

5 Financial Data Schedule. (Not applicable.)

6 Consent of Independent Auditors. (4)

7 Powers of Attorney (Filed with Signature Pages.)

27 Financial Data Schedule. (Inapplicable, because no financial
statements of the Separate Account are being filed herewith)

/3 /Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form N-4 Registration Statement (File No. 333-63843) of The United States
Life Insurance Company in the City of New York Separate Account VA-R on May 27,
1999.

/4/ To be filed by amendment.

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