Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" and to 
the use of our report dated January 30, 1998, with respect to the financial 
statements and supplementary information of Franklin Life Variable Annuity 
Fund A for the year ended December 31, 1997, and our report dated February 
23, 1998, with respect to the consolidated financial statements of Franklin 
Life Insurance Company for the year ended December 31, 1997, included in the 
Statement of Additional Information of Franklin Life Variable Annuity Fund A 
dated April 30, 1998. This Statement of Additional Information is included in 
the Registration Statement (Form N-14) and related proxy statement/prospectus 
of Franklin Life Variable Annuity Fund A for the reorganization of Franklin 
Life Variable Annuity Fund A.

We also consent to the use of our report dated January 29, 1999 with respect 
to the financial statements and supplementary information of Franklin Life 
Variable Annuity Fund A for the year ended December 31, 1998 included in the 
Registration Statement (Form N-14) and related proxy statement/prospectus of 
Franklin Life Variable Annuity Fund A for the reorganization of Franklin Life 
Variable Annuity Fund A.


                                        /s/ Ernst & Young LLP

Chicago, Illinois
March 1, 1999
    


   
                        CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Financial 
Highlights", "Independent Auditors", and "Financial Statements" and to 
the use of our report dated July 2, 1998, in Post-Effective Amendment No. 26 
to the Registration Statement (Form N-1A No. 2-83631) and related Prospectus 
of Stock Index Fund, MidCap Index Fund, Small Cap Index Fund, International 
Equities Fund, Growth Fund, Growth & Income Fund, Science & Technology Fund, 
Social Awareness Fund, Asset Allocation Fund (formerly Timed Opportunity 
Fund), Capital Conservation Fund, Government Securities Fund, International 
Government Bond Fund, and Money Market Fund of American General Series 
Portfolio Company. This Post-Effective Amendment No. 26 to the Registration 
Statement (Form N-1A No. 2-83631) and related Prospectus is included in the 
Registration Statement (Form N-14) and related proxy statement/prospectus of 
Franklin Life Variable Annuity Fund A for the reorganization of Franklin Life 
Variable Annuity Fund A.


                                            /s/ Ernst & Young LLP

                                            ERNST & YOUNG LLP


Houston, Texas
February 24, 1999