Exhibit 99.406. Code of Ethics

                                 VALIC COMPANY I
                                VALIC COMPANY II
                           (collectively, the "Funds")


                     CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
                        AND PRINCIPAL ACCOUNTING OFFICERS

I.    Introduction

      The Boards of Directors/Trustees of the Funds (the "Boards") have adopted
this Code of Ethics (this "Code") pursuant to Section 406 of the Sarbanes-Oxley
Act applicable to the Funds' Principal Executive Officer and Principal
Accounting Officer (the "Covered Officers" each of whom is set forth in Exhibit
A) for the purpose of promoting:

  .   Honest and ethical conduct, including the ethical handling of conflicts of
      interest between personal and professional relationships;

  .   Full, fair, accurate, timely and understandable disclosure;

  .   Compliance with applicable laws and governmental rules and regulations;

  .   The prompt internal reporting of violations of the Code to an appropriate
      person or persons identified in the Code; and

  .   Accountability for adherence to the Code.

      Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.

II.   Covered Officers Should Handle Ethically Actual and Apparent Conflicts of
      Interest

      A "conflict of interest" occurs when a Covered Officer's private interest
improperly interferes with the interests of, or his or her service to, a Fund.
For example, a conflict of interest would arise if a Covered Officer, or a
member of his or her family, receives improper personal benefits as a result of
his or her position with the Fund.

      Certain conflicts of interest arise out of the relationships between
Covered Officers and the Funds and already are subject to conflict of interest
provisions in the Investment Company Act of 1940, as amended (the "Investment
Company Act") and the Investment Advisers Act of 1940, as amended (the
"Investment Advisers Act"). For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale of securities or
other property) with the Funds because of their status as "affiliated persons"
of the Funds. The compliance programs and procedures of the Funds and the Funds'
investment adviser, The Variable Annuity Life Insurance Company ("VALIC") are
designed to prevent, or identify and correct, violations of these provisions.
This Code does not, and is not intended to, repeat or replace these programs and
procedures, and such conflicts fall outside of the parameters of this Code.



      Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between, the Funds, VALIC and/or the Fund's administrator, of which
the Covered Officers may also be officers or employees. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their duties
(whether formally for the Funds, VALIC and/or the administrator), be involved in
establishing policies and implementing decisions that will have different
effects on the Funds, VALIC and/or the administrator. The participation of the
Covered Officers in such activities is inherent in the contractual relationship
between the Funds, VALIC and/or the administrator and is consistent with the
performance by the Covered Officers of their duties as officers of the Funds.
Thus, if performed in conformity with the provisions of the Investment Company
Act and the Investment Advisers Act, such activities will be deemed to have been
handled ethically.

      In particular, each Covered Officer must:

  .   Not use his or her personal influence or personal relationships to
      influence investment decisions or financial reporting by a Fund whereby
      the Covered Officer would benefit personally to the detriment of the Fund;

  .   Not cause a Fund to take action, or fail to take action, for the
      individual personal benefit of the Covered Officer rather than the benefit
      of the Fund; and

  .   Report at least annually to the Ethics Committee any material transaction
      or relationship that could reasonably be expected to give rise to a
      conflict of interest.

      There are certain potential conflict of interest situations that should be
discussed with the Ethics Committee if material. Examples of these include:

  .   Service as a director on the board of any company;

  .   The receipt of any non-nominal gifts;

  .   The receipt of any entertainment from any company with which a Fund has
      current or prospective business dealings unless such entertainment is
      business-related, reasonable in cost, appropriate as to time and place,
      and not so frequent as to raise any question of impropriety;

  .   Any ownership interest in, or any consulting or employment relationship
      with, any of the Funds' service providers, other than VALIC, the
      administrator or any affiliated person thereof;

  .   A direct or indirect financial interest in commissions, transaction
      charges or spreads paid by a Fund for effecting portfolio transactions or
      for selling or redeeming shares other than an interest arising from the
      Covered Officer's employment, such as compensation or equity ownership.

III.  Disclosure and Compliance

  .   Each Covered Officer should familiarize himself or herself with the
      disclosure requirements generally applicable to the Funds;

  .   Each Covered Officer should not knowingly misrepresent, or cause others to
      misrepresent, facts about the Funds to others, whether within or outside



      the Funds, including to the Boards and auditors, or to governmental
      regulators and self-regulatory organizations;

  .   Each Covered Officer should, to the extent appropriate within his or her
      area of responsibility, consult with other officers and employees of the
      Funds and VALIC with the goal of promoting full, fair, accurate, timely
      and understandable disclosure in the reports and documents that the Funds
      file with, or submit to, the SEC and in other public communications made
      by the Funds; and

  .   It is the responsibility of each Covered Officer to promote compliance
      with the standards and restrictions imposed by applicable laws, rules and
      regulations.

IV.   Reporting and Accountability

      Each Covered Officer must:

  .   Upon adoption of the Code (or thereafter as applicable, upon becoming a
      Covered Officer), affirm in writing to the Boards that he or she has
      received, read and understands the Code;

  .   Annually thereafter affirm to the Boards that he or she has complied with
      the requirements of the Code;

  .   Not retaliate against any other Covered Officer or affiliated person of
      the Funds for reports of potential violations of this Code that are made
      in good faith; and

  .   Notify the Ethics Committee promptly if he or she knows of any violation
      of this Code. Failure to do so is itself a violation of this Code.

      The Ethics Committee is responsible for applying this Code to specific
situations in which questions are presented to it and has the authority to
interpret this Code in any particular situation. The Ethics Committee will also
consider waivers sought by the Covered Officers.

      The Funds will act according to the following procedures in investigating
and enforcing this Code:

  .   The Ethics Committee will take all appropriate action to investigate any
      potential violations reported to it;

  .   If, after such investigation, the Ethics Committee believes that no
      violation has occurred, the Ethics Committee is not required to take any
      further action;

  .   If the Ethics Committee determines that a violation has occurred, it will
      consider appropriate action, which may include review of, and appropriate
      modifications to, applicable policies and procedures; notification to
      appropriate personnel of VALIC or its board; or a recommendation to
      dismiss the Covered Officer;

  .   The Ethics Committee will be responsible for granting waivers, as
      appropriate;

  .   The Ethics Committee will inform the Boards of violations or waivers of
      this Code; and



  .   Any changes to or waivers of this Code will, to the extent required, be
      disclosed as provided by SEC rules.

V.    Other Policies and Procedures

      This Code shall be the sole Code of Ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to investment companies thereunder. Insofar as other policies or
procedures of the Funds, VALIC, or other service providers govern or purport to
govern the behavior or activities of the Covered Officers who are subject to
this Code, they are superseded by this Code to the extent that they overlap or
conflict with the provisions of this Code. The Code of Ethics of the Funds and
VALIC, under Rule 17j-1 of the Investment Company Act, and VALIC's more detailed
policies and procedures set forth in the VALIC Compliance Procedures Manual are
separate requirements applying to Covered Officers and others, and are not part
of this Code.

VI.   Amendments

      Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Boards.

VII.  Confidentiality

      All reports and records prepared or maintained pursuant to this Code shall
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Funds, the Ethics Committee, VALIC and the
Boards and their independent counsel.

VIII. Internal Use

      The Code is intended solely for internal use by the Funds and does not
constitute an admission, by or on behalf of the Funds, as to any fact,
circumstance or legal conclusion.

Date: July 22, 2003

                                    Exhibit A

Evelyn M. Curran, Principal Executive Officer

Gregory R. Kinston, Principal Accounting Officer