Registration No. 333-______
  As filed with the Securities and Exchange Commission on December 18, 1997
  -------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM S-6

               FOR REGISTRATION UNDER THE SECURIITES ACT OF 1933
       OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

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

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

                            Steven A, Glover, Esq.
               Associate General Counsel and Assistant Secretary
                    American General Life Insurance Company
                             2727-A Allen Parkway
                           Houston, Texas 77019-2191
               (Name and Complete Address of Agent for Service)

                   Please send copies of all communications
                                     to:

               Gary O. Cohen, Esq. and Thomas C. Lauerman, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W., Suite 825
                            Washington, D.C. 20036

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



Amount of Filing Fee:  None required.

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

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

This filing is made  pursuant to Rules 6c-3 and 6e-3(T)  under the  Investment
Company Act of 1940.

Registrant  elects  to be  governed  by Rule  6e-3(T)(b)(13)(I)(A)  under  the
Investment  Company Act of 1940,  with respect to the Variable Life  Insurance
Policies described in the Prospectus.


                                      ii




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



 ITEMS OF FORM N-8B-2*          CAPTIONS IN PROSPECTUS
                             
  1                             Additional Information: Separate Account VL-R.

  2                             Additional Information: AGL.

  3                             Inapplicable.

  4                             Additional   Information:    Distribution   of
                                Policies.

  5, 6                          Additional Information: Separate Account VL-R.

  7                             Inapplicable.**

  8                             Inapplicable.**

  9                             Additional information: Legal Matters.

 10(a)                          Additional   Information:   Your  Beneficiary,
                                Assigning Your Policy.

 10(b)                          Basic  Questions  You May  Have:  How will the
                                value of my investment in a Policy change over
                                time?

 10(c), 10(d)                   Basic Questions You May Have: How can I change
                                my  Policy's  insurance  coverage?  How  can I
                                access my investment in a Policy? Can I choose
                                the  form in which  AGL pays out any  proceeds
                                from my Policy?




ITEMS OF FORM N-8B-2            CAPTIONS IN PROSPECTUS
                             
 10(e)                          Basic  Questions  You May Have:  Must I invest
                                any minimum amount in a Policy?

 10(f)                          Additional Information: Voting Privileges.

 10(g)(1), 10(g)(4),            Basic  Questions  You May Have: To what extent
 10(h)(3), 10(h)(2)             will AGL vary the terms and  conditions of the
                                Policies  in  particular   cases?   Additional
                                Information:  Voting  Privileges;   Additional
                                Rights That We Have.


                                     iii



 10(g)(3), 10(g)(4),            Inapplicable.**
 10(h)(3), 10(h)(4)

 10(i)                          Additional information: Separate Account VL-R;
                                Tax Effects.

 11                             Basic  Questions  You May  Have:  How will the
                                value of my investments change over time?

 12(a)                          Additional Information: Separate Account VL-R;
                                Front Cover.

 12(b)                          Inapplicable.

 12(c),                         12(d) Inapplicable.**

 12(e)                          Inapplicable, because the Separate Account has
                                not yet commenced operations.

 13(a)                          Basic  Questions  You May Have:  What  charges
                                will  AGL  deduct  from  my  investment  in  a
                                Policy?  What  charges and  expenses  will the
                                mutual  Funds  deduct from the amount I invest
                                through  my  Policy?  Additional  Information:
                                More About Policy Charges.

 13(b)                          Illustrations of Hypothetical Policy Benefits.

 13(c)                          Inapplicable.**

 13(d)                          Basic  Questions  You May Have: To what extent
                                will AGL vary the terms and  conditions of the
                                Policies in particular cases?

 13(e), 13(f)                   None.

 14                             Basic Questions You May Have: How can I invest
                                money in a Policy?

 15                             Basic Questions You May Have: How can I invest
                                money in a Policy?  How do I communicate  with
                                AGL?

 16                             Basic  Questions  You May  Have:  How will the
                                value of my investment in a Policy change over
                                time? Additional Information: Separate Account
                                VL-R.

 17(a), 17(b)                   Captions  referenced under Items 10(c), 10(d),
                                and 10(e).


                                      iv



 17(c)                          Inapplicable.

 18(a)                          Captions referred to under Item 16.

 18(b), 18(d)                   Inapplicable.

 18(c)                          Additional Information: Separate Account VL-R.

 19                             Additional Information: Voting Privileges; Our
                                Reports to Policy Owners.

 20(a)                          Captions   referenced  under  Items  10(g)(1),
                                10(g)(2), 10(h)(1), and 10(h)(2).

 20(b), 20(c), 20(d),           Inapplicable.
 20(e), 20(f)

 21(a),                         21(b) Basic  Questions You May Have: How can I
                                access my investment  in a Policy?  Additional
                                Information: Payment of Policy Proceeds.

 21(c)                          Inapplicable.**

 22                             Additional  Information:   Payment  of  Policy
                                Proceeds--Delay to Challenge Coverage.

 23                             Inapplicable.**

 24                             Basic  Questions  You  May  Have;   Additional
                                Information.

 25                             Additional Information:  American General Life
                                Insurance Company.

 26                             Inapplicable, because the Separate Account has
                                not yet commenced operations.

 27                             Additional Information:  American General Life
                                Insurance Company.

 28                             Additional Information: AGL; AGL's Management.

 29                             Additional Information: AGL.


                                      v



 30, 31, 32, 33, 34             Inapplicable, because the Separate Account has
                                not yet commenced operations.

 35                             Inapplicable.**

 36                             Inapplicable.**

 37                             None.

 38, 39                         Additional  Information:  Distribution  of the
                                Policies.

 40                             Inapplicable, because the Separate Account has
                                not yet commenced operations.

 41(a)                          Additional  Information:  Distribution  of the
                                Policies.

 41(b), 41(c)                   Inapplicable.**

 42, 43                         Inapplicable, because the Separate Account has
                                not yet  commenced  operations  or issued  any
                                securities.

 44(a)(1), 44(a)(2),            Basic  Questions  You May  Have:  How will the
 44(a)(3)                       value of my investment in a Policy change over
                                time?

 44(a)(4)                       Additional   Information:   Tax   Effects--Our
                                Taxes.

 44(a)(5), 44(a)(6)             Basic  Questions  You May Have:  What  charges
                                will  AGL  deduct  from  my  investment  in  a
                                Policy?

 44(b)                          Inapplicable.**

 44(c)                          Caption referenced in 13(d) above.

 45                             Inapplicable, because the Separate Account has
                                not yet commenced operations.

 46(a)                          Captions referenced in 44(a) above.

 46(b)                          Inapplicable.**

 47, 48, 49                     None.

 50                             Additional Information: Separate Account VL-R.


                                      vi



 51                             Inapplicable.

 52(a), 52(c)                   Basic  Questions  You May Have: To what extent
                                will AGL vary the terms and  conditions of the
                                Policies  in  particular   cases?   Additional
                                Information: Additional Rights That We Have

 52(b), 52(d)                   None.

 53(a)                          Additional   Information:   Tax   Effects--Our
                                Taxes.

 53(b), 54                      Inapplicable.

 55                             Illustrations of Hypothetical Policy Benefits.

 56-59                          Inapplicable.**

<FN>

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

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



                                      vii



                      PLATINUM INVESTOR I (SM) AND
                        PLATINUM INVESTOR II (SM)


   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES (THE "POLICIES")

                                Issued by

             AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL")

                              HOME OFFICE:

        (Express Delivery)                    (US Mail)
        2727-A Allen Parkway                  Variable Universal Life
        Houston, Texas 77019-2191             Administration
        PHONE:  1-888-325-9315                P.O. Box 4880
          or  1-713-831-3443                  Houston, Texas 77210-4880
        FAX:  1-713-620-3857

INVESTMENT OPTIONS. The AGL Declared Fixed Interest Account is the fixed
investment  option  for  these  policies.  You can  also  invest  in the
following variable  investment  options.  You may change your selections
from time to time:


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

                                   (1) Variable Annuity Life
                                       Insurance Company *                                            Massachusetts Financial
  AIM Advisors, Inc.*              (2) Bankers Trust Company(+)     The Dreyfus Corporation*          Services Company*
 --------------------------------------------------------------------------------------------------------------------------------
 MORGAN STANLEY                    PUTNAM VARIABLE TRUST            SAFECO RESOURCE                  VAN KAMPEN AMERICAN
 UNIVERSAL FUNDS, INC.             o Putnam VT Diversified          SERIES TRUST                     CAPITAL LIFE INVESTMENT
 o Equity Growth Portfolio (1)       Income Fund                    o Equity Portfolio               TRUST
 o High Yield Portfolio (2)        o Putnam VT Growth               o Growth Portfolio               o Strategic Stock Portfolio
                                   o Putnam VT Growth
                                     and Income Fund
                                   o Putnam VT International
                                     Growth and Income Fund
(1) Morgan Stanley Asset Mgmt,
    Inc.*                                                           SAFECO Asset Management           Van Kampen American Capital
(2) Miller Anderson Sherrerd, LLP* Putnam  Management, Inc.*        Company*                          Asset Management, Inc.*
 --------------------------------------------------------------------------------------------------------------------------------
<FN>
 *  The Investment Adviser of the investment option
(+) The Investment Sub-Adviser of the investment option
</FN>




      SEPARATE  PROSPECTUSES  CONTAIN MORE INFORMATION  ABOUT THE MUTUAL FUNDS
("FUNDS" OR "MUTUAL FUNDS") IN WHICH WE INVEST THE ACCUMULATION VALUE 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, ABOVE. YOUR INVESTMENT  RESULTS
IN ANY SUCH OPTION WILL DEPEND ON THOSE OF THE RELATED  FUND.  THEREFORE,  YOU
SHOULD BE SURE YOU ALSO READ THE  PROSPECTUS  OF THE MUTUAL  FUND FOR ANY SUCH
INVESTMENT OPTION YOU MAY BE INTERESTED IN. YOU CAN REQUEST FREE COPIES OF ANY
OR ALL OF THE MUTUAL FUND PROSPECTUSES FROM YOUR AGL REPRESENTATIVE OR FROM US
AT OUR HOME OFFICE LISTED ABOVE.

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

      CHARGES AND  EXPENSES.  We deduct  charges and expenses from the amounts
you invest. These are described beginning on page 8, below.

      RIGHT TO  RETURN.  If for any  reason  you are not  satisfied  with your
Policy,  you may return it to us for a full refund.  (In some states,  we will
adjust  this  amount  for any  investment  performance  you have  earned.)  To
exercise  your right to return your  Policy,  you must mail it directly to the
Home Office address shown on the cover of this  prospectus or return it to the
AGL representative  through whom you purchased the Policy within 10 days after
you receive it. In a few states,  this period may be longer.  Because you have
this right,  we will invest your initial  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  division  and  allocated  to the  investment
options at the same time as your initial premium.

      PLEASE READ THIS PROSPECTUS  CAREFULLY AND KEEP IT FOR FUTURE REFERENCE.
THIS PROSPECTUS CONTAINS  INFORMATION THAT YOU SHOULD KNOW BEFORE INVESTING IN
A POLICY. THE POLICIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION  ("SEC").  NOR HAS THE SEC PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

      THIS BOOKLET IS CALLED A "PROSPECTUS." ITS DATE IS _____________, 1998


                                      2



                           GUIDE TO THIS PROSPECTUS

      This booklet (which we call a prospectus)  contains information that you
should know before you  purchase a Platinum  InvestorSM  variable  life policy
("Policy") or exercise any of your rights or privileges under a Policy.

      This  prospectus   describes  two  versions  of  the  Platinum  Investor
Policies: the Platinum Investor I and the Platinum Investor II Policies.  Your
AGL representative can advise you which version of the Policy he or she offers
or whether he or she offers  both.  You cannot  change to a different  version
once your coverage takes effect. The Platinum Investor I and Platinum Investor
II Policies  are  identical,  except for the  differences  that are  discussed
beginning on page 13, below.

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



                                                                           PAGE TO SEE 
                  BASIC QUESTIONS YOU MAY HAVE                          IN THIS PROSPECTUS
                                                                     
o  What are the Policies?..............................................     Front Cover
                                                                               Page

o  How can I invest money in a Policy?.................................

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

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

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

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

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

o  What are the differences between Platinum Investor I and Platinum
   Investor II?........................................................

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

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

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


                                   3



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

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

o  To what extent will AGL vary the terms and conditions of the
   Policies in particular cases?.......................................

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

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



      ILLUSTRATIONS OF A HYPOTHETICAL  POLICY.  Starting on page 22, below, we
have included some  illustrations  of how the values of a hypothetical  Policy
would change over time,  based on certain  assumptions  we have made.  Because
your  circumstances  may  vary  considerably  from our  assumptions,  your AGL
representative will also provide you with a similar hypothetical  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 24, below 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 24, below.  You
can obtain  copies of our Policy  and rider  forms from (and  direct any other
questions to) your AGL  representative  or our Home Office (shown on the cover
of this Prospectus).

      AGL'S FINANCIAL STATEMENTS. We have included our financial statements in
this prospectus. These begin on page 40, below.

      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  on the inside of the back cover of
this prospectus. That index will tell you on what page you can read more about
many of the words and phrases that we use.


                                       4



                         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.  We
can  refuse  to accept a  subsequent  premium  payment  that is less than $50.
(Policies  issued in some states or 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 25, below. 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, 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.  Premiums must be by check or money order drawn
on a U.S.  bank in U.S.  dollars and made  payable to  "American  General Life
Insurance  Company," or "AGL."  Premiums  after the first premium must be sent
directly  to our Home  Office at the  appropriate  address  shown on the front
cover 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 AGL  representative or from our Home Office shown on the front cover
of this  prospectus.  Premium payments from salary deduction plans may be made
only if we agree.

      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; and we make the transfers
as of the end of the valuation  period that contains the day of the month that
you  select.  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


                                       5



$100.  You  cannot  participate  in dollar  cost  averaging  while  also using
automatic  portfolio  rebalancing  (discussed  below).  Dollar cost  averaging
ceases upon your request,  or if your  accumulation  value in the money market
option becomes exhausted.

      AUTOMATIC PORTFOLIO 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;  and we
make transfers to rebalance your accumulation  value on the first business day
in the appropriate  Policy months. 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 terminates 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  on page 8 below  under  "Deductions  from each
premium payment." We invest the rest in one or more of the investment  options
listed 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 8 below
under "What charges will AGL deduct from my investment in a Policy?"

      Other important  information  about the Mutual Funds that you can choose
is  included in the  separate  prospectuses  for those  Funds.  This  includes
information  about the  investment  performance  that each  Fund's  investment
manager  has  achieved.  Additional  free  copies  of these  prospectuses  are
available  from your AGL  representative  or from our Home Office shown on the
front cover of this prospectus.

      We invest any  accumulation  value you have  allocated  to our  declared
fixed interest account option as part of our general assets. We credit 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 10 below.


                                       6




The "daily charge"  described  below on page 8 and the charges and expenses of
the Mutual  Funds  discussed on pages 10-12 below do NOT apply to our declared
fixed interest account option.

      POLICIES ARE  "NON-PARTICIPATING." The Policies are NOT "participating."
Therefore, you will not be entitled to any dividends from AGL.

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

      YOUR  SPECIFIED  AMOUNT  OF  INSURANCE.  In  your  application  to buy a
Platinum  Investor 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.  You also choose whether the basic death benefit we
will pay is

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

                                          - or -

            o     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.

      If higher than the basic Option 1 or Option 2 death  benefit  (whichever
you have  selected),  we will  automatically  pay an  alternative  basic death
benefit  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 95      100
                                                                                                        
                                                                                          
       %:            250%       215%        185%          150%         130%      120%       115%         105%        100%

<FN>
*  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.
</FN>



                                       7



WHAT CHARGES WILL AGL 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.  These taxes currently range from 2% to 3.5%. Please let us know
if you move to another jurisdiction, so we can adjust this charge if required.
You are not  permitted  to deduct the amount of these taxes on your income tax
return.  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 a certain  number of years,  we intend to reduce
the rate of this  charge by .25%.  The number of years  depends on whether you
have version I or version II of the Policy and is discussed on page 13, below,
under "What are the differences  between the Platinum  Investor I and Platinum
Investor  II  Policies."  Because  the  Policies  were first  offered in 1998,
however,  this  decrease  has not yet  occurred  for any  outstanding  Policy.
Neither this decrease nor the current rate of .75% are guaranteed.  Rather, we
have the right at any time to raise this charge  under your Policy to not more
than .90%; except that in Texas and Oregon,  until a Policy has been in effect
for a certain number of years, this maximum is .25% higher.

      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.  The cost
of insurance rates are generally  lower under the Platinum  Investor II Policy
than under the Platinum Investor I Policy.

      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,  although we have the right at any time to raise them
to not more than the guaranteed maximum.

      In  general,  our cost of  insurance  rates  increase  with the  insured
person's age.  Therefore,  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 (except in Montana) if the insured person is a female than if a male.


                                       8



      Similarly, our current cost of insurance rates are 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 avocational 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 future 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.

      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  15,  below,  under  "What
additional rider benefits can I elect?"

      ADDITIONAL  MONTHLY CHARGE FOR PLATINUM  INVESTOR II POLICIES DURING THE
FIRST TWO YEARS. This charge is described on page 13 below under "What are the
differences   between  the  Platinum  Investor  I  and  Platinum  Investor  II
Policies?"

      SURRENDER CHARGE FOR PLATINUM INVESTOR I POLICIES. The Platinum Investor
I 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  [23 and 24] of the  Policy.  It may
initially be as high as $________ per $1,000 of specified  amount or as low as
$__________ per $1,000 of specified amount (or increase  therein).  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  Platinum
Investor I 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 cancelled.  This
includes any  specified  amount  decrease  that, as described  under  "Partial
surrender" on page 17, below,  results from any requested  partial  surrender.
For this  purpose,  we deem the most recent  increases of specified  amount to
have been cancelled first.

      TRANSACTION  FEE.  We will also  charge a $25  transaction  fee for each
partial surrender you make.


                                       9



      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.

      ALLOCATION  OF  CHARGES.  You may choose  from which of your  investment
options we deduct all monthly charges.  If you do not have enough accumulation
value in any investment  option to comply with your selection,  we will deduct
these charges  proportionately  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 I 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 currently are as follows:


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


                                                                                           Other Fund               Total
                                                                Fund Management         Operation Expenses          Fund
                                                               Fees After Expense         After Expense           Operating
                     Name Of Fund                                Reimbursement(2)        Reimbursement(2)         Expenses(2)
                     ------------                              ------------------       ------------------        -----------
                                                                                                         
The following funds of AMERICAN GENERAL
SERIES PORTFOLIO COMPANY ("AGSPC"):
     Money Market Fund
     International Equities Fund
     MidCap Index Fund
     Stock Index Fund

The following funds of AIM VARIABLE
INSURANCE FUNDS, INC.:
     V.I. International Equity Fund
     V.I. Value Fund

The following funds of DREYFUS VARIABLE
INVESTMENT FUND:
     Small Cap Portfolio
     Quality Bond Portfolio


                                      10



The following series of MFS VARIABLE
INSURANCE TRUST:
     MFS Emerging Growth Series

The following portfolios of MORGAN
STANLEY UNIVERSAL FUNDS, INC.:
     Equity Growth Portfolio
     High Yield Portfolio

The following portfolios of PUTNAM
VARIABLE TRUST:
     Putnam VT Growth and Income Fund
     Putnam VT Diversified Income Fund
     Putnam VT International Growth
         and Income Fund

The following portfolios of SAFECO
RESOURCES SERIES TRUST:
     Equity Portfolio
     Growth Portfolio

The following portfolio of VAN KAMPEN
AMERICAN CAPITAL LIFE INVESTMENT TRUST:
     Strategic Stock Portfolio

<FN>
(1)  The annual  expenses are  estimated  for the current  fiscal year for the
     ______________,  __________ and __________  Funds,  because none of these
     Funds has financial statements covering a period of at least ten months.

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




                                                                                                   Total
                                                                         Other Fund                Fund
                                       Fund Management                    Operating              Operating
         Name Of Fund                        Fees                         Expenses               Expenses
         ------------                  ---------------                   -----------             ---------
                                                                                        

                                [copy to come]




                                      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.  Payment of these or any other  specific  amounts of premiums is not
mandatory,  however. Rather, you need only invest enough to ensure either that
your  Policy's  cash  surrender  value  stays  above  zero or that your 5 year
no-lapse  guarantee  (discussed  below)  remains in effect.  ("Cash  surrender
value" is explained  under "Full  surrender" on page 17,  below.) The less you
invest,  the more likely it is that your Policy's cash  surrender  value could
fall to zero,  as a result of the  deductions we  periodically  make from your
accumulation value.

      POLICY LAPSE AND  REINSTATEMENT.  If your Policy's cash surrender  value
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 don't  receive  your  payment by the end of the grace
period,  your  Policy  and all riders  will  terminate  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 certain extra amounts that we require.  In the Policy form itself,  you
will find additional  information about the values and terms of a Policy after
it is reinstated.

      MONTHLY GUARANTEE PREMIUMS UNDER THE PLATINUM INVESTOR I POLICIES.  Page
3 of a Platinum Investor I Policy will specify a "Monthly Guarantee  Premium."
On the first day of each  Policy  month that the cash  surrender  value is not
sufficient  to pay the monthly  deduction,  we check to see if the  cumulative
amount of  premiums  paid under such a Policy is at least  equal to the sum of
the monthly  guarantee  premiums for all Policy months to date,  including the
Policy month then  starting.  (Policy  months are  measured  from the "Date of
Issue"  that will also be shown on page 3 of the  Policy.) So long as at least
this amount of premium  payments has been paid by the beginning of that Policy
month, a Platinum Investor I Policy will not enter a grace period or terminate
(I.E.,  lapse) because of insufficient cash surrender value during the first 5
Policy  years.  If this test is not met on the  monthly  deduction  day at the
beginning  of any Policy  month,  the Policy  enters  the grace  period.  If a
sufficient  premium is not paid before the end of the grace period, the Policy
and  the  5-year  no-lapse  guarantee  terminate.   If  the  Policy  is  later
reinstated, the 5-year no-lapse guarantee may also be reinstated if sufficient
Premiums are paid,  although the  reinvested  guarantee will in no case extend
beyond the date that originally marked the end of the maximum 5-year duration.

      The amount of premiums that must be paid to maintain the 5 year no-lapse
guarantee will be increased by the cumulative  amount of any loans  (including
any loan increases to pay interest) and partial surrenders you have taken from
your Policy. Such monthly guarantee premiums also will be higher following any
requested increase in the specified amount of insurance coverage, or following
a requested addition of (or increase in) certain rider benefits.  On the other
hand,  the monthly  guaranteed  premium will be lower  following any requested
decrease  in the  specified  amount of  insurance  coverage,  or  following  a
requested  cancellation of (or decrease in) certain riders.  If your Policy is


                                      12



the  Platinum  Investor I  version,  we will send you an  endorsement  to your
Policy that will tell you what your new monthly guarantee premium is. However,
none of the above-mentioned changes extends the no-lapse period beyond 5 years
or establishes a new no lapse guarantee.

      Although  we will bill you for  planned  premiums,  we will not send any
specific bills for the amount of any monthly guarantee premium that is due.

WHAT  ARE  THE  DIFFERENCES  BETWEEN  THE  PLATINUM  INVESTOR  I AND THE
PLATINUM INVESTOR II POLICIES?

      Depending on your own financial circumstances and goals, and the uses to
which you  intend to put a Platinum  Investor  Policy,  either  version of the
Policy may be appropriate for you. You should consult  carefully with your AGL
representative  about this. Relevant factors may include how much accumulation
value you  intend to  maintain  in the  Policy  relative  to the amount of the
Policy's  death  benefit and how likely it is that you may choose to surrender
your  Policy  or  otherwise  reduce  your  Policy's  specified  amount  in the
foreseeable future.

      The differences between the two versions of Platinum Investor are:

      Platinum Investor II is available only for specified amounts of $500,000
or more.  You may not  request  a  specified  amount  decrease  (or a  partial
surrender) under a Platinum Investor II Policy that would reduce the specified
amount to less than $500,000.

      o     Platinum  Investor II is not available for insured persons who are
            below age 18.

      o     The  Platinum  Investor  II version of the Policy  DOES not have a
            surrender charge.

      o     The  Platinum  Investor II version of the Policy DOES not have a 5
            year no-lapse guarantee.

      o     The  planned  reduction  in the current  daily  charge by .25% per
            annum of separate account accumulation value is scheduled to occur
            after  year 10 for  Platinum  Investor  II and  after  year 20 for
            Platinum  Investor I. These are also the same periods  after which
            the  guaranteed  maximum daily charge under Policies sold in Texas
            and Oregon will decrease by .25% per annum.

      o     The two versions of Platinum  Investor have different current cost
            of insurance  rates.  Since this  difference  results in differing
            accumulation  values,  you  should  carefully  review  the  Policy
            illustrations that are available to you.

      o     The  Platinum  Investor  II  version  of the  Policy has a monthly
            expense  charge  during the first two Policy  years (and the first
            two years after any requested  increase in the Policy's  specified


                                      13



            amount).  The amount of this  charge  depends on the age and other
            insurance  characteristics  of the insured  person.  The amount of
            this  charge  will be shown on page __ of a Platinum  Investor  II
            Policy.  It may  initially  be as much as  $_______  per $1,000 of
            specified amount (or increase therein),  or as low as $_______ per
            $1,000 of  specified  amount  (or  increase  therein).  (After the
            two-year  periods  mentioned  above,  this  charge is zero.)  This
            additional  monthly charge does not apply to the Platinum Investor
            I version of the Policies.

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 37,  below.  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.

      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 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, if you have the Platinum Investor I version of
the Policy,  a new amount of surrender  charge and monthly  guarantee  premium
apply to the specified amount increase; and these amounts are the same as they
would be if we were instead issuing the same amount of additional  coverage as
a new Platinum  Investor I Policy. On the other hand, if you have the Platinum
Investor  II version of the  Policy,  an  additional  monthly  expense  charge


                                      14



applies  for the first two years  following  the  request  for an  increase in
specified  amount.  This  amount  is also  the  same as it would be if we were
instead  issuing the same  amount of  additional  coverage  as a new  Platinum
Investor II 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 for a Platinum Investor I Policy 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.  We compute the amount we deduct in the manner described on
page 32, below,  "Decreases in the specified  amount of a Platinum  Investor I
Policy."

      CHANGE OF DEATH BENEFIT OPTION. You may at any time request us to change
your coverage from death benefit  Option 1 to 2 or  vice-versa.  If you change
from  Option 1 to 2, we also  automatically  reduce  your  Policy's  specified
amount of insurance by the amount of your Policy's accumulation value (but not
below  zero) at the time of the  change.  If you change from Option 2 to 1, we
also  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 26 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 3 of your  Policy,  will be deducted  from your  accumulation
value on each monthly  deduction  date.  Eligibility  for and changes in these
benefits  are  subject to our rules and  procedures  as in effect from time to
time.  More details are  included in the form of each rider,  which we suggest
that you review if you choose any of these benefits.

      o     ACCIDENTAL  DEATH BENEFIT  RIDER,  which pays an additional  death
            benefit if the insured person dies from certain accidental causes.

      o     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. These increases do
            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 14,  above).  There is no  additional  charge  for the  rider


                                      15



            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.

      o     CHILDREN'S  INSURANCE  BENEFIT  RIDER,  which  provides  term life
            insurance  coverage on the eligible children of the person insured
            under 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.

      o     MATURITY EXTENSION RIDER, which permits you to extend the Policy's
            maturity date beyond what it otherwise  would be, has two versions
            from which to choose.

            One  version  provides  for a death  benefit  after  the  original
            maturity date that is equal to the accumulation  value on the date
            of death. With this version, all accumulation value that is in the
            separate  account  can remain  there.  There is no charge for this
            version.

            The other version  provides for a death benefit after the original
            maturity  date  equal  to the base  policy  death  benefit  on the
            original maturity date. With this version,  if you elect to extend
            your maturity date, all accumulation value that is in the separate
            account will be  automatically  transferred  to the declared fixed
            interest option. There is a monthly charge for this version of the
            rider during the first nine Policy years immediately preceding the
            Policy's original maturity date. Therefore,  this rider may not be
            added to a Policy during that 9 year period.

            In both versions, any other riders associated with the base policy
            will expire at the original  maturity date. No additional  premium
            payments,  new  loans,  monthly  insurance  charge,  or changes in
            specified amount will be allowed after the original maturity date.
            There is a flat  monthly  charge  of no more  than $10 each  month
            after the original  maturity date.  Extension of the maturity date
            beyond the insured person's age 100 may cause your Policy to cease
            to be taxed as a life  insurance  policy.  You  should  consult  a
            qualified tax adviser before making such an extension.

      o     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).

      o     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.


                                      16


      o     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  prior to 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,  exceed 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.

      o     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 26, below.  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, and, if
you have the  Platinum  Investor I version of the Policy,  less any  surrender
charge that then applies. We call this your "cash surrender value." Because of
the surrender  charge,  it is unlikely that a Platinum  Investor I Policy will
have any cash  surrender  value  during at least the first year unless you pay
significantly more than the monthly guarantee premiums.

      PARTIAL  SURRENDER.  You may, at any time after the first  Policy  year,
make a partial  surrender of your Policy's  cash  surrender  value.  A partial
surrender  must be at least  $500.  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 you
have the  Platinum  Investor  I version  of the  Policy,  and we  reduce  your
Policy's  specified  amount  because you have  requested a partial  withdrawal
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


                                      17



face amount  decrease  directly.  See "Decrease in the  specified  amount of a
Platinum  Investor I Policy," on page 32, below.  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,  proportionally  to the  amount of  accumulation
value you then have in each investment option.

      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).  The minimum amount of each loan is $500 or, if less, the entire
remaining borrowable amount under your Policy.

      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%. Loan interest is payable annually,  on the Policy  anniversary,
in  advance,  at a rate of  4.51%.  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. 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  investment
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 (a) 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 (b) 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


                                      18



are paying, resulting in a zero net cost of borrowing for that amount. We have
full  discretion to vary the preferred  rate,  however,  provided that it will
always be  greater  than the rate we are then  crediting  in  connection  with
regular  Policy loans.  Because we first offered the Policies in 1998, we have
not yet applied the preferred loan interest rate to any Policy loan amounts.

      MATURITY OF YOUR  POLICY.  If the insured  person is still living on the
"Maturity Date" shown on page 3 of your Policy, we will  automatically pay you
the cash surrender  value of the Policy,  and the Policy will  terminate.  The
maturity  date is the Policy  anniversary  nearest the insured  person's  95th
birthday.

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

      CHOOSING A PAYMENT  OPTION.  You may choose to receive the full proceeds
from the Policy (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:

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

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

      o     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.

         o  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.


                                      19



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

TO WHAT EXTENT CAN AGL VARY THE TERMS AND  CONDITIONS OF THE 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 is 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.  Also,  we maintain
rules  about how to make a premium  payment to a Policy by what 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.

      STATE  LAW  REQUIREMENTS.  AGL is  subject  to the  insurance  laws  and
regulations in every  jurisdiction  in which  Platinum  Investor is sold. As a
result,  various time periods and other terms and conditions described in this
prospectus may vary depending on where you reside.  These  variations  will be
reflected in your Policy and riders, or related endorsements.

      VARIATIONS  IN  EXPENSES  OR RISKS.  AGL may vary the  charges and other
terms  of  the  Policies  where  special  circumstances  result  in  sales  or
administrative  expenses  or  mortality  risks that are  different  from those
normally associated with the Policies.

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, and therefore 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.


                                      20



      For further  information  about the tax consequences of owning a Policy,
please read "Tax Effects" starting on page 26, below.

HOW DO I COMMUNICATE WITH AGL?

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

      GENERAL.  You should mail or express checks and money orders for premium
payments and loan  repayments  directly to our Home Office at the  appropriate
address shown on the cover of this prospectus.

      The following  requests must be made in writing signed and dated by you:
transfer of  accumulation  value;  loan; full  surrender;  partial  surrender;
change  of  beneficiary  or  contingent  beneficiary;   change  of  allocation
percentages for premium payments,  loan repayments or charges; change of death
benefit  option or manner of death  benefit  payment;  increase or decrease in
specified insurance amount;  addition or cancellation of, or other action with
respect  to,  any rider  benefits;  election  of a payment  option  for Policy
proceeds; tax withholding elections; and telephone transaction privileges. You
should mail or express  these  requests to our Home Office at the  appropriate
address  shown on the cover of this  prospectus.  You should also  communicate
notice of the insured person's death, and related  documentation,  to our Home
Office.

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

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


                                      21



request at the time you wish.  If this  occurs,  you  should  submit a written
request. Also, if, due to malfunction or other circumstances, the recording of
your telephone request is incomplete or not fully comprehensible,  we will not
process  the  transaction.   The  phone  number  for  telephone   requests  is
1-888-325-9315.

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


                 ILLUSTRATIONS OF HYPOTHETICAL POLICY BENEFITS

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



                                                                          Page to see in this
                                                                              Prospectus
                                                                              ----------
                                      Table                           Platinum           Platinum
                                      -----                          Investor I         Investor II
                                                                     ----------         -----------
                                                                                  
     Death Benefit Option 1 - Current Charges...................
                               Maximum Charges..................


      The  tables  show how  death  benefits,  accumulation  values,  and cash
surrender values ("Policy  benefits")  under  hypothetical  Platinum  Investor
Policies  would  vary  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 __ year-old male non-tobacco user
and who is a  better-than-average  mortality  risk in other  respects as well.
Planned  premium  payments of $_______  for an initial  $_______ of  specified
amount  coverage are assumed to be paid at the  beginning of each Policy year.
The  illustrations  assume  no Policy  loan has been  taken.  The  differences
between the accumulation values and the cash surrender values for the first 10
years in the tables for the  Platinum  Investor I version  are that  version's
surrender charges.

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

      Separate  tables are included to illustrate  both current and guaranteed
maximum  charges for both  Platinum  Investor I and Platinum  Investor II. The
charges  assumed in the current  charge  tables  include a daily  charge at an
annual rate of .75% for the first 20 Policy years (for Platinum Investor I) or
10 years (for Platinum  Investor II), and .50% thereafter,  and a flat monthly
charge of $6. The  guaranteed  maximum charge tables assume that these charges
will be .90% and $12,  respectively,  in all years.  In Texas and Oregon,  the
guaranteed  maximum daily charge is .25% per annum higher for certain  periods
of time than the daily  charges  assumed in the maximum  charge  tables below.


                                      22



Therefore,  an  identical  Policy sold in those  states would have values less
than those illustrated if we deducted the maximum charges.

      The charges  assumed by both the current and  guaranteed  maximum charge
tables  also  include  __% for  expenses  of the  Mutual  Funds,  which is the
unweighted  average of the  advisory  fees payable with respect to each Mutual
Fund, after all  reimbursements,  as reflected on pages 11 and 12, above, plus
the weighted  average of all other operating  expenses of each such Fund after
all reimbursements,  as reflected on pages 11 and 12, above. The total assumed
tax charges for all of the tables are 2.5% of premiums.

      The second  column of each table shows the effect of an amount  equal to
the  premiums  invested  to  earn  interest,  after  taxes,  of 5%  compounded
annually.

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


                                                   PLATINUM INVESTOR I POLICY ILLUSTRATION
PLANNED PREMIUM $_________                                                                                INITIAL SPECIFIED
AMOUNT $_______                                                                                           DEATH BENEFIT OPTION 1
                                                                         MALE AGE __
                                                              PREFERRED RISK NON-TOBACCO USER
                                                                  ASSUMING CURRENT CHARGES



                                        DEATH BENEFIT                   ACCUMULATION VALUE               CASH SURRENDER VALUE
                                          ASSUMING                          ASSUMING                          ASSUMING
                                      HYPOTHETICAL GROSS                HYPOTHETICAL GROSS                HYPOTHETICAL GROSS
                                       ANNUAL INVESTMENT                ANNUAL INVESTMENT                  ANNUAL INVESTMENT
                                          RETURN OF                        RETURN OF                         RETURN OF
   END OF
   POLICY       ACCUMULATED
    YEAR         PREMIUMS         0%        6%         12%           0%        6%         12%           0%        6%         12%
                    (1)
                                                                                               
     1
     2
     3
     4
     5
     6
     7
     8
     9
     10

     15

     20

<FN>
(1)      Assumes net interest of 5% compounded annually.
</FN>


THE  VALUES  WILL  DIFFER  IF  PREMIUMS  ARE  PAID  IN  DIFFERENT  AMOUNTS  OR
FREQUENCIES. THE MONTHLY GUARANTEE PREMIUM FOR THIS POLICY WOULD BE $________.
THE HYPOTHETICAL  INVESTMENT  RESULTS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE
DEEMED  A  REPRESENTATION  OF  PAST  OR  FUTURE  INVESTMENT  RESULTS.   ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.


                  [Comparable tables for other configurations
                             are to be inserted.]


                                      23



                            ADDITIONAL INFORMATION

A  general  overview  of the  Policies  appears  at pages 1 to 23, above.  The
additional information that follows gives more details, but generally does NOT
repeat what is set forth above.



                          Contents of Additional Information                           Page to see in this
                                                                                          Prospectus
                                                                                        
AGL...................................................................................
Separate Account VL-R.................................................................
Tax Effects...........................................................................
Voting Privileges.....................................................................
Your Beneficiary......................................................................
Assigning Your Policy.................................................................
More About Policy Charges.............................................................
Effective Date of Policy and Transactions Thereunder..................................
More About Our Declared Interest Option...............................................
Distribution of the Policies..........................................................
Payment of Policy Proceeds............................................................
Adjustments to Death Benefit..........................................................
Additional Rights That We Have........................................................
Our Reports to Policy Owners..........................................................
AGL's Management......................................................................
Legal Matters.........................................................................
Accounting and Actuarial Experts......................................................
Certain Potential Conflicts...........................................................



      SPECIAL WORDS AND PHRASES.  If you want more information about any words
or  phrases  that  you read in this  prospectus,  you may wish to refer to the
Index of Words and  Phrases  that  appears  on the inside of the back cover of
this prospectus. That index will tell you on what page you can read more about
many of the words and phrases that we use.

AGL

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


                                      24



SEPARATE ACCOUNT VL-R

      We hold the mutual Fund shares in which any of your  accumulation  value
is invested in our Separate Account VL-R. Separate Account 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. We created the separate
account on May 6, 1997.

      For recordkeeping  and financial  reporting  purposes,  Separate Account
VL-R is divided into 17 separate  "divisions" each corresponding to one of the
17  available  investment  options  (other than our  declared  fixed  interest
option).  We hold the mutual Fund shares in which we invest your  accumulation
value  for an  investment  option in the  division  that  corresponds  to that
investment option.

      The assets in the separate account are our property.  Nevertheless,  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.

      AGL also issues variable annuity contracts through its Separate Accounts
A and D, which also are registered investment companies.

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 ("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:

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

      o     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.


                                      25



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" (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,  the  selection  of  additional  rider
benefits,  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.


                                      26



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

      On the maturity date or upon full surrender, any excess in the amount of
proceeds we pay  (including  amounts we use to discharge any Policy loan) over
your basis in the Policy,  will be subject to federal income tax. In addition,
if a Policy  terminates 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 an  "income-first"  basis.  Distributions  for this purpose include a
loan (including any increase in the loan amount to pay interest on an existing
loan or an assignment or a pledge to secure a loan) or partial surrender.  Any
such distributions will be considered taxable income to you to the extent your
accumulation  value exceeds your basis in the Policy.  (For modified endowment
contracts,  your  basis is  similar  to the  basis  described  above for other
Policies,  except that it also would be  increased  by the amount of any prior
loan  under  your  Policy  that was  considered  taxable  income  to you.) For
purposes of determining the taxable portion of any distribution,  all modified
endowment  contracts issued by the same insurer (or its 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-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 (i) to taxpayers 59 1/2 years of
age or older,  (ii) in the case of a  disability  (as  defined in the Code) or
(iii) 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  terminates after a grace period while there is a Policy loan, the
cancellation  of such loan will be treated as a distribution to the extent not
previously  treated  as such and could be subject  to tax,  including  the 10%
penalty tax, as described above. In addition,  on the maturity date and upon a
full  surrender,  any excess of the proceeds we pay  (including any amounts we
use to discharge  any loan) over your basis in the Policy,  will be subject to
federal income tax and, unless 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,


                                      27



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.  Failure by us 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.
Our separate account,  through the Mutual Funds,  intends to comply with these
requirements.

      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 AGL, 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  $625,000 (or larger
amounts  specified in the Code to commence in certain  future  years) will not


                                      28



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.

      If purchased as part of a pension or profit-sharing plan, the reasonable
net  premium  cost for such  amount of  insurance  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.


                                      29



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

      OUR TAXES.  The operations of our Separate  Account VL-R are reported 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. Therefore, no charge is currently being made 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
incurred by us 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, charges may be made 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 AGL taxes withheld by foreign taxing jurisdictions on
foreign  source  income.  Such an election will result in  additional  taxable
income and income tax to AGL. The amount of  additional  income tax,  however,
may be more than offset by credits for the foreign  taxes  withheld  which are
also passed through. These credits may provide a benefit to AGL.

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

      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

      You will be  entitled to instruct us how to vote mutual Fund shares held
in the divisions of Separate  Account VL-R 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 you are entitled to direct with respect to a particular Mutual
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


                                      30



recognized.  Separate  Account  VL-R will vote all shares of each Fund that it
holds of  record in the same  proportions  as those  shares  for which we have
received  instructions  from  owners  participating  in that Fund  through the
separate account.

      If you are  entitled  to give us voting  instructions,  we will send you
proxy material and a form for providing such  instructions.  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 detail the
reasons in our next report to Policy owners.

      AGL  reserves  the  right  to  modify  these  procedures  in any  manner
consistent with applicable legal requirements and interpretations as in effect
from time to time.

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. Two copies of the
assignment  must be forwarded to us. We are not responsible for any payment we
make or any action  taken  before we receive  due and  complete  notice of the
assignment  in good  order.  Nor are we  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  prior to making an
assignment.

MORE ABOUT POLICY CHARGES

      PURPOSE OF OUR CHARGES.  The charges  under the Policies are designed to
cover,   in  the  aggregate,   our  direct  and  indirect  costs  of  selling,
administering  and  providing  benefits  under  the  Policies.  They  are also
designed,  in the  aggregate,  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 costly for
us to provide the 5-year  no-lapse  guarantee  under the  Platinum  Investor I


                                      31



Policies or reduce the amount of our daily charge fee  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.

      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 ceased tobacco use for a sufficient period.

      GENDER NEUTRAL  POLICIES.  Our cost of insurance charge rates in Montana
will not be  greater  than  the  comparable  male  rates  illustrated  in this
prospectus.

      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 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 sex.

      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 in order to compute
our net amount at risk at each cost of insurance rate. See "Monthly  Insurance
Charge" beginning on page 8, above.

      DECREASES IN THE SPECIFIED  AMOUNT OF A PLATINUM  INVESTOR I POLICY.  An
amount of any remaining  surrender  charge will be deducted upon a decrease in
specified  amount  under a Platinum  Investor I Policy.  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.  If 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 cancelled).


                                      32



EFFECTIVE DATE OF POLICY AND TRANSACTIONS THEREUNDER

      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 at our Home  Office  (shown on the cover  page of this
prospectus).  If we receive it after the close of  business  on any  valuation
date,  however, we consider that we have received it on the day following that
valuation date.

      COMMENCEMENT OF INSURANCE COVERAGE. After you apply for a Policy, it can
sometimes  take up to  several  weeks for us to gather  and  evaluate  all the
information  we need to decide  whether  to issue a Policy to you and,  if so,
what the 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 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 if the  insured  person  meets  certain
medical and risk  requirements.  The terms and conditions of this coverage are
described in our "Limited Temporary Life Insurance  Agreement." You can obtain
a copy from our Home  Office by writing to the  address  shown on the cover of
this prospectus or from your AGL representative.

      DATE OF ISSUE;  POLICY MONTHS AND YEARS. After we approve an application
for a Policy and assign an appropriate  insurance  rate class,  we prepare the
Policy.  The day we begin to  deduct  charges  will  appear  on page 3 of your
Policy and is called the "date of issue." Policy months and years are measured
from the date of issue.  In order 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,  the date we receive  your full minimum


                                      33



first premium at our Home Office,  or, (c) in the case of a back-dated policy,
the date we approve the Policy for insurance.

      EFFECTIVE  DATE OF OTHER  PREMIUM  PAYMENTS AND REQUESTS  THAT YOU MAKE.
Premium payments (after the first) and transactions implemented in response to
requests and elections  made by you 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:

      o     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.

      o     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.

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

      o     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.  This  procedure  will not apply to
            premiums remitted 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   investment   option.   Because  of  applicable   exemptive
provisions,  no  interest  in  this  option  has  been  registered  under  the
Securities  Act of 1933;  nor is our  general  account or our  declared  fixed
interest  account 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.


                                      34



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

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

DISTRIBUTION OF THE POLICIES

      American  General  Securities  Incorporated  ("AGSI")  is the  principal
underwriter of the Policies. AGSI is a wholly-owned subsidiary of AGL, and its
principal office is the same as AGL's Home Office. AGSI is registered with the
SEC as a  broker-dealer  under the Securities  Exchange Act of 1934 (1934 Act)
and is a  member  of the  National  Associated  of  Securities  Dealers,  Inc.
("NASD"). AGSI is also the principal underwriter for AGL'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 AGL. These separate  accounts
are registered investment companies.

      We sell our Policies  through agents who are licensed by state insurance
officials to sell our variable life policies. These agents are also registered
representatives  of AGSI or another firm that is registered  with the SEC as a
broker-dealer  and is an NASD  member.  The agent  who  sells you this  Policy
receives sales  commissions.  We pay these  commissions from our own resources
and they do not result in any  additional  charge to you that is not described
on pages 7-10, above.

      The commission we pay for selling the Platinum Investor I Policies is up
to 95% 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
received  in any of  Policy  years 1  through  10,  and .25%  annually  of the
Policy's accumulation value in our investment options thereafter.  (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 commission for the Platinum Investor II Policies is up to
25% of premiums paid in the first Policy year up to the target amount,  12% of
the premiums not in excess of the target amount paid in each of Policy years 2
through 7, 2.5% on all premiums in excess of the target amount received in any
of Policy  years 1 through 7, and .25% of the Policy's  accumulation  value in
our investment options thereafter.

      We pay a comparable  amount of commissions  with respect to any increase
in the  specified  amount of coverage  that you request.  Commissions  must be
returned for any premium that we refund to you for any reason.


                                      35



      We  pay  the   commissions   directly  to  AGSI  or  any  other  selling
broker-dealer firm.

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 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.  Also, we reserve the right to defer payment
of that portion of your  accumulation  value that is attributable to a premium
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.  Finally,  we reserve the right to
defer payment of any death benefit, loan or other distribution that is derived
from that  portion of your  accumulation  value that is  allocated to Separate
Account  VL-R,  if (a) the New  York  Stock  Exchange  is  closed  other  than
customary  weekend  and  holiday  closings,  or  trading on the New York Stock
Exchange is restricted; (b) an emergency exists, as a result of which disposal
of  securities  is  not  reasonably   practicable  or  it  is  not  reasonably
practicable  to fairly  determine the  accumulation  value;  or (c) 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,

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


                                      36



      o     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.

      o     We cannot  challenge an  additional  benefit  rider that  provides
            benefits  in the event that the  insured  person  becomes  totally
            disabled,  after two years from the later of the Policy's  date of
            issue or the date as of which 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 SEX.  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

      o     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;

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

      o     terminate the automatic  rebalancing  feature if your accumulation
            value falls below $5,000;


                                      37



      o     change the underlying mutual Fund that any investment option uses;

      o     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;

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

      o     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;

      o     do  any  of  the  following,  if  in  our  judgment  necessary  or
            appropriate  to ensure that the  Policies  continue to qualify for
            tax treatment as life  insurance:  decline to change death benefit
            options or the  specified  amount of  insurance,  refuse a partial
            surrender request,  require you to pay additional  premiums,  make
            distributions  from your Policy  (which could  require  payment of
            taxes and penalties), or make any other changes in your Policy; or

      o     make  other  changes in the  Policies  that do not reduce any cash
            surrender  value,  death  benefit,  accumulation  value,  or other
            accrued rights or benefits.

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

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.  Notices will be
sent to you 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 therefore
give us prompt written notice of any address change.

AGL'S MANAGEMENT

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


                                      38





 Name                                     Positions and Offices with AGL
 ----                                     ------------------------------
                                       
 Robert M. Devlin                         Chairman

 Jon P. Newton                            Vice Chairman

 Rodney O. Martin, Jr.                    Director, President & Chief
                                          Executive Officer

 David A. Fravel                          Director & Senior Vice President,
                                          Insurance Operations

 Robert F. Herbert, Jr.                   Director, Senior Vice President
                                          Chief Financial Officer,
                                          Treasurer & Controller

 Royce G. Imhoff, II                      Director, Senior Vice President &
                                          Chief Marketing Officer

 John V. LaGrasse                         Director, Senior Vice President &
                                          Chief Systems Officer

 Peter V. Tuters                          Director, Vice President &
                                          Chief Investment Officer

 Philip K. Polkinghorn                    Director

 Wayne A. Barnard                         Vice President & Chief Actuary


The principal  business  address of each person listed above is our Home
Office;  except that the street number for Messrs.  Devlin,  Newton, and
Tuters is 2929 Allen Parkway.

LEGAL MATTERS

      We are not involved in any legal  proceedings  that would be  considered
material with respect to a Policy owner's  interest in Separate  Account VL-R.
Steven A. Glover, Esquire,  Associate General Counsel of AGL, has opined as to
the validity of the Policies.  Freedman,  Levy,  Kroll & Simonds,  Washington,
D.C., has advised AGL about certain federal  securities and tax law matters in
connection with the Policies.


                                      39



ACCOUNTING AND ACTUARIAL EXPERTS

The financial  statements of AGL included in this prospectus have been audited
by __________ LLP, as stated in their reports. The financial statements of AGL
have been included in reliance on the reports of __________  LLP,  independent
accountants,  given on the authority of such firm as experts in accounting and
auditing.

Actuarial  matters  in this  prospectus  have  been  examined  by  __________,
__________,  who is _______ of AGL.  [His/Her] opinion on actuarial matters is
filed as an exhibit to the  registration  statement we have filed with the SEC
in connection with the Policies.

CERTAIN POTENTIAL CONFLICTS

      The  Mutual  Funds  sell  shares  to  separate   accounts  of  insurance
companies,  both  affiliated and not affiliated  with AGL. We currently do not
foresee  any   disadvantages  to  you  arising  out  of  this.   Nevertheless,
differences  in  treatment  under  tax  and  other  laws,  as  well  as  other
considerations,  could cause the interests of various owners to conflict.  For
example,  violation of the federal tax laws by one separate account  investing
in 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 in order 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.


                             FINANCIAL STATEMENTS

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




 Consolidated Financial Statements Of                                  Page to see in
 American General Life Insurance Company                               this Prospectus
 ---------------------------------------                               ---------------
                                                                    
 Report of __________ LLP, Independent Auditors

 Consolidated Balance Sheets as of December 31, 1996 and 1995


                                      40



 Consolidated Statements of Income for the years ended
 December 31, 1996, 1995 and 1994

 Consolidated Statements of Shareholders' Equity for the years
 ended December 31, 1996, 1995 and 1994

 Consolidated Statements of Cash Flows for the years, ended
 December 31, 1996, 1995 and 1994

 Notes to Consolidated Financial Statements


 [Financial Statements to be filed by pre-effective amendment]



                                      41


[NOTE: The following  information is to appear on the inside of the back cover
       of the prospectus.]


                          INDEX OF WORDS AND PHRASES

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


                                    PAGE TO SEE                                           PAGE TO SEE
DEFINED TERM                            IN            DEFINED TERM                            IN
                                       THIS                                                  THIS
                                    PROSPECTUS                                            PROSPECTUS
                                                                                 
accumulation value                                    Option 1, 2
AGL                                                   our
AGSPC                                                 owner
amount at risk                                        partial surrender
automatic rebalancing                                 payment option
basis                                                 planned periodic premium
beneficiary                                           Platinum Accumulator
cash surrender value                                  Platinum Investor
close of business                                     Platinum Provider
code                                                  Policy
cost of insurance rate                                Policy anniversary
daily charge                                          Policy loan
date of issue                                         Policy month, year
death benefit                                         preferred loan interest
declared interest option                              premiums
division                                              premium payments
dollar cost averaging                                 prospectus
5 year no-lapse guarantee                             reinstate, reinstatement
Fund                                                  rider
full surrender                                        SEC
grace period                                          separate account
guarantee premiums                                    Separate Account VL-R
insured person                                        seven payment test
investment option                                     specified amount
lapse                                                 surrender
loan, loan interest                                   surrender charge
maturity, maturity date                               target telephone transfers
modified endowment                                    transfers
monthly deduction day                                 valuation date, period
monthly guarantee premiums                            we
monthly insurance charge                              you, your
Mutual Fund



                                      42



      We have filed a registration statement relating to Separate Account VL-R
and the Policies 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 main office in Washington,  D.C. You will have to
pay a fee for the material.

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


                                      43



                                    PART II

            (INFORMATION NOT REQUIRED TO BE FILED IN A PROSPECTUS)

                          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.

                    UNDERTAKING PURSUANT TO RULE 484(b)(i)
                       UNDER THE SECURITIES ACT OF 1933

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

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


                                      S-1



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

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

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


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

      AGL represents that the fees and charges deducted under the Policies, in
the  aggregate,  are  reasonable  in relation to the  services  rendered,  the
expenses  expected  to be  incurred,  and the risks  assumed  by AGL under the
Policies.  AGL bases its  representation on its assessment of all of the facts
and circumstances,  including such relevant factors, as: the nature and extent
of such services,  expenses and risks; the need for AGL to earn a profit;  the
degree to which the Policies include innovative  features;  and the regulatory
standards for exemptive relief under the Investment Company Act of 1940 used


                                      S-2



prior to  October  1996,  including  the  range  of  industry  practice.  This
representation  applies to all  Policies  sold  pursuant to this  Registration
Statement,  including  those sold on the terms  specifically  described in the
prospectus contained herein, or any variations therein,  based on supplements,
endorsements, or riders to any Policies or prospectus, or otherwise.

                      CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

The facing sheet.

Cross-Reference Table.

Prospectus, consisting of _____ pages.

Undertaking to file reports.

Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933.

Representation with respect to fees and charges.

The signatures.

Written Consents of the following persons:

      Steven A. Glover,
      Associate  General  Counsel and  Assistant  Security of AGL (see Exhibit
      2(a)). (To be filed by pre-effective amendment.)

      AGL's  actuary  (see  Exhibit  2(b)).  (To  be  filed  by  pre-effective
      amendment.)

      Independent  Auditors  (see  Exhibit  6). (To be filed by  pre-effective
      amendment.)

The following exhibits:

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


                     
            (1)(a)      Resolutions  of Board of Directors of AGL  authorizing
                        the  establishment  of  Separate  Account VL-R. (Filed
                        herewith.)

            (1)(b)      Resolutions  of Board of Directors of AGL  authorizing
                        the establishment of variable life insurance standards
                        of suitability and conduct. (Filed herewith.)


                                      S-3



            (2)         Inapplicable.

            (3)(a)      Form  of  Distribution  Agreement.  (To  be  filed  by
                        pre-effective amendment.)

            (3)(b)      Form of  Selling  Group  Agreement.  (To be  filed  by
                        pre-effective amendment.)

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

            (4)         Inapplicable.

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

            5(a)(ii)    Specimen form of the  "Platinum  Investor II" Variable
                        Universal  Life  Insurance  Policy  (Policy  Form  No.
                        97610). (Filed herewith.)

            (5)(b)(i)   Specimen form of application for life insurance issued
                        by AGL. (Filed herewith.)

            (5)(b)(ii)  Specimen form of supplemental application for variable
                        life insurance  issued by AGL on Policy Form No. 97600
                        and Policy Form No. 97610. (Filed herewith.)

            (6)(a)      Amended  and  Restated  Articles of  Incorporation  of
                        American  General Life  Insurance  Company,  effective
                        December 31, 1991. (1)

            (6)(b)      Bylaws of American  General  Life  Insurance  Company,
                        adopted January 22, 1992. (2)

            (7)         Inapplicable.

            (8)(a)      Form of  Participation  Agreement with Adviser for AIM
                        Variable   Insurance  Funds,  Inc.  (To  be  filed  by
                        pre-effective amendment.)

            (8)(b)      Form  of  Participation  Agreement  with  Adviser  for
                        American  General  Series  Portfolio  Company.  (To be
                        filed by pre-effective amendment.)

            (8)(c)      Form  of  Participation  Agreement  with  Adviser  for
                        Dreyfus  Variable  Investment  Fund.  (To be  filed by
                        pre-effective amendment.)


                                     S-4



            (8)(d)      Form of  Participation  Agreement with Adviser for MFS
                        Variable    Insurance   Trust.   (To   be   filed   by
                        pre-effective amendment.)

            (8)(e)      Amended Form of  Participation  Agreement with Adviser
                        for Morgan Stanley Series Universal  Funds.,  Inc. (To
                        be filed by pre-effective amendment.)

            (8)(f)      Form  of  Participation  Agreement  with  Adviser  for
                        Putnam. (To be filed by pre-effective amendment.)

            (8)(g)      Form  of  Participation  Agreement  with  Adviser  for
                        Safeco   Resources  Series  Trust.  (To  be  filed  by
                        pre-effective amendment.)

            (8)(h)      Amended Form of  Participation  Agreement with Adviser
                        for Van Kampen American Capital Life Investment Trust.
                        (To be filed by pre-effective amendment.)

           (10)         Specimen Form of Application (filed herewith).

      Other Exhibits

             2(a)       Opinion  and  Consent of Steven A.  Glover,  Associate
                        General Counsel and Assistant Secretary of AGL. (To be
                        filed by pre-effective amendment.)

             2(b)       Opinion and Consent of AGL's actuary.  (To be filed by
                        pre-effective amendment.)

             3          Inapplicable.

             4          Inapplicable.

             5          Financial Data Schedule. (See Exhibit 27 below.)

             6          Consent  of  Independent  Auditors.  (To be  filed  by
                        pre-effective amendment.)

             7          Powers of Attorney. (Filed herewith.)


                                      S-5



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

<FN>
(1)   Incorporated  herein by reference to the initial  filing of the Form N-4
      Registration  Statement (File No. 33-43390) of Separate Account D of AGL
      on October 16, 1991.

(2)   Incorporated  herein by reference to the Post-Effective  Amendment No. 1
      of the Form N-4  Registration  Statement (File No. 33-43390) of Separate
      Account D of AGL on April 30, 1992.
</FN>



                                      S-6



                                  SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, the
Registrant,  American  General Life Insurance  Company  Separate Account
VL-R,  has duly caused this  registration  statement to be signed on its
behalf by the undersigned thereunto duly authorized,  and its seal to be
hereunto affixed and attested,  all in the City of Houston, and State of
Texas, on the 12th day of December, 1997.

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

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

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

[SEAL]


        /s/STEVEN A. GLOVER
ATTEST: ----------------------
        Steven A. Glover
        Associate General Counsel
        and Assistant Secretary

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

         Name                                               Title

 RODNEY O. MARTIN, JR.*
 --------------------------                       Principal Executive Officer
 (Rodney O. Martin, Jr.)

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




 Directors

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

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

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

  ROBERT F. HERBERT, JR.*                      PHILIP K. POLKINGHORN*
 --------------------------                    --------------------------
 (Robert F. Herbert, Jr.)                      (Philip K. Polkinghorn)

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


   /s/ Steven A. Glover
 --------------------------
* By Steven A. Glover, Attorney-in-Fact        December 12, 1997