[STAMP]                                           AZ. CORP. COMMISSION
Arizona Department of Insurance                            FILED
By: /s/ BARBARA E. LEWIS                          Appr. /s/ CAROLYN LEMON
Title: Compliance Section Manager                 Term
Date: 12/22/95                                    DATE 12-26-95
                                                           0765111-0



               AMENDED AND RESTATED ARTICLES OF INCORPORATION

                      AND ARTICLES OF REDOMESTICATION 

                                   OF

                  ANCHOR NATIONAL LIFE INSURANCE COMPANY


         We, the undersigned, acting as incorporatiors for the purpose of
redomesticating Anchor National Life Insurance Company, a California
corporation, which intends to continue its existence, without interruption,
as a corporation organized under the laws of the State of Arizona pursuant to
Arizona Revised Statutes  20-231.A, do hereby adopt the following Amended and
Restated Articles of Incorporation and Articles of Redomestication for said
corporation.


                                  ARTICLE I

         The name of the corporation shall be Anchor National Life Insurance
Company.

                                  ARTICLE II

         The corporation was incorporated in the State of California on 
April 12, 1965.


                                  ARTICLE III

         The existence of the corporation shall be perpetual


                                  ARTICLE IV

         Upon the approval of these Amended and Restated Articles of
Incorporation and Articles of Redomestication by the necessary regulatory
authorities, Anchor National Life Insurance Company shall be and continue to
be possessed of all privileges, franchises and powers to the same extent as
if it had been originally incorporated under the laws of the State of
Arizona; and all privileges, franchises and powers belonging to said
corporation, and all property, real, personal and mixed, and all debts due on
whatever account, all Certificates of Authority, agent appointments, and all
chooses in action, shall be and the same are hereby ratified, approved,
confirmed and assured to Anchor National Life Insurance Company with like
effect and to all intents and purposes as if it had been originally
incorporated under the laws of the State of Arizona.  Said corporation shall
be given recognition as a domestic corporation of the State of Arizona from
and after April 12, 1965, and as a domestic insurer of the State of Arizona
from under the laws of the State of California and authorization to transact
insurance business under the laws of the State of Arizona, effective the
latter of january 1, 1996 or the date of filing with the Arizona Corporation
Commission.

                                  ARTICLE V

         The nature of the business to be transacted and the objects and
purposes for which this corporation is organized include the transaction of
any and all lawful business for which insurance corporations may be
incorporated under the laws of the State of Arizona without limitation, and
as said laws may be amended from time to time, and specifically said
corporation shall be authorized to transact life insurance, disability
insurance and annuities, as defined under Arizona Revised Statutes, Section
20-254, 20-253 and 20-254.01 respectively, together with such other kinds of
insurance as the corporation may from time to time be authorized to transact,
and to act as a reinsurer of business for which it is duly authorized. 
Consistent with the applicable federal and state requirements, the Company
may issue funding agreements and guaranteed investment contracts as defined
under Arizona Revised Statutes, Section 20-208.


                                  ARTICLE VI

         The authorized capital of the corporation shall be $4,000,000, and
shall consist of 4,000 shares of voting common stock with a pr value of
$1,000.00 per share.  No holders of stock of the corporation shall have any
preferential right to subscription to any shares or securities convertible
into shares of stock of the corporation, nor any right of subscription to any
thereof other than such, if any, as the Board of Directors in its discretion
may determine, and at such price as the Board of Directors in its discretion
may fix; and any shares or convertible securities which the Board of
Directors may determine to offer for subscription to the holders of stock at
the time existing.

         Nothing herein contained shall be construed as prohibiting the
corporation from issuing any shares of authorized but unissued common stock
for such consideration as the Board of Directors may determine, provided such
issuance is approved by the shareholders of the corporation by a majority of
the votes entitled to be cast at any annual or special meeting of
shareholders called for that purpose.  No such authorized but unissued stock
may, however, be issued to the shareholders of the corporation by way of a
stock dividend, split-up or in any other manner of distribution unless the
same ratable stock dividend, stock split-up or other distribution be declared
or made in voting common stock to the holder of such voting common stock at
the time outstanding. Each holder of common stock shall be entitled to
participate share for share in any cash dividends which may be declared from
time to time on the common stock of the corporation by the Board of Directors
and to receive pro rata the net assets of the corporation on liquidation.


ARTICLE VII

         The affairs of the corporation shall be conducted by a Board of
Directors consisting of not less than five (5) nor more than fifteen (15)
directors as fixed by the bylaws, and such officers as said directors may at
any time elect or appoint.  No officer or director need be a shareholder of
this corporation.  Ten (10) directors shall constitute the initial Board of
Directors. The names and addresses of the persons who are to serve as
directors until the next annual meeting of shareholders or until their
successors are elected and qualified, and of the persons who are to serve as
officers until the next annual meeting of the directors or until their
successors are elected and qualify, are:

         Board of Directors

         Eli Broad, Chairman
         1 SunAmerica Center, Century City
         Los Angeles, California  90067-6022

         James Richard Belardi, Director
         1 SunAmerica Center, Century City
         Los Angeles, California  90067-6022

         Lorin Merrill Fife, III, Director        
         1 SunAmerica Center, Century City
         Los Angeles, California  90067-6022

         Jana Waring Greer, Director
         1 SunAmerica Center, Century City
         Los Angeles, California  90067-6022

         Susan Louis Harris, Director
         1 SunAmerica Center, Century City
         Los Angeles, California  90067-6022
         
         Gary Walden Krat, Director
         1 SunAmerica Center, Century City
         Los Angeles, California  90067-6022
         
         Director (Vacant)
         1 SunAmerica Center, Century City
         Los Angeles, California  90067-6022
         
         Peter McMillian, Director
         1 SunAmerica Center, Century City
         Los Angeles, California  90067-6022
         
         Scott Lawrence Robinson, Director
         1 SunAmerica Center, Century City
         Los Angeles, California  90067-6022
         
         Jay Steven Wintrob, Director
         1 SunAmerica Center, Century City
         Los Angeles, California  90067-6022
         
         Officers

         Victor Edward Akin, Vice President
         Eli Broad, President and Chief Executive Officer
         James Richard Belardi, Senior Vice President
         Lorin Merrill Fife, III, Senior Vice President, General Counsel and
                 and Assistant Secretary
         Michael Lee Fowler, Vice President
         Nelson Scott Gillis, Senior Vice President and Controller
         Jana Waring Greer, Senior Vice President
         J. Franklin Grey, Vice President
         Susan Louise Harris, Senior Vice President and Secretary
         Keith Bernard Jones, Vice President
         Gary Walden Krat, Senior Vice President
         Michael Lee Lindquist, Vice President
         Edward Poli Nolan, Jr., Vice President
         Gregory Mark Outcalt, Vice President
         Edwin Raquel Reoliquio, Senior Vice President and Actuary
         Scott Harris Richland, Vice President and Treasurer
         Scott Lawrence Robinson, Senior Vice President
         James Warren Rowan, Vice President
         Jay Steven Wintrob, Executive Vice President

         The directors shall have the power to adopt, amend, alter and repeal
the Bylaws, to manage the corporate affairs and make all rules and
regulations expedient for the management of the affairs of the corporation,
to remove any officer and to fill all vacancies occurring in the Board of
Directors and offices for any cause, and to appoint from their own number an
executive committee and other committees and vest said committees with all 
the powers permitted by the Bylaws.


                                  ARTICLE VIII


         Subject to the further provisions hereof, the corporation shall
indemnify any and all of its existing and former directors and officers and
their spouses against all expenses incurred by them and each of them,
including but not confined to legal fees, judgements and penalties which may
be incurred, rendered or levied in any legal or administrative action brought
against any of them, for or on account of any action or omission alleged to
have been committed while acting within the scope of employment as a director
or officer of the coproration to the fullest extent allowable pursuant to
A.R.S.  10-005, et al. as may be amended from time to time.  Whenever any
such person has grounds to believe that he may incur any such aforementioned
expense, he shall promptly make a full report of the matter to the President
and the Secretary of the Corporation.  Thereafter, the Board of Directors of
the corporation shall, within a reasonable time, determine if such person
acted, or failed to act, in good faith and in a manner her reasonably
believed to be in or not opposed to the best interest of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful, them indemnification shall be mandatory and
shall be automatically extended as specified herein, provided, however, that
the corporation shall have the right to refuse indemnification, wholly or
partially, in any instance in which the person to whom indemnification would
otherwise have been applicable shall have unreasonably refused to permit the
corporation, at its own expense and through counsel of its own choosing, to
defend him in the action, or shall have unreasonable refused to cooperate in
the defense of such action.


                                  ARTICLE IX

         All directors of the corporation shall be elected at the annual
meeting of the shareholders, which shall be held on the third Thursday of
March of each ear or such other date and time as may be determined by the
Board of Directors, unless such day falls on a holiday, in which event the
regular annual meeting shall be held on the next succeeding business day.


                                  ARTICLE X


         The principal place of business of the corporation shall be located
in the City of Phoenix, Maricopa County, Arizona, but it may have other
places of business and transact business, and its Board of Directors or
shareholders may meet for the transaction of business, at such other place or
places within or without the State of Arizona which its Board of Directors
may designate.


                                  ARTICLE XI

         The fiscal year of the corporation shall be the calendar year.


                                  ARTICLE XII


         In no event shall the corporation incur indebtedness in excess of the
amount authorized by law.


                                  ARTICLE XIII

         The shares of the corporation, when issued, shall be nonassessable,
except to the extent required by the Constitution, specifically, but not in
limitation thereof, as provided by Article XIV, Section 11 of the
Constitution of the State of Arizona and the laws of the State of Arizona.


                                  ARTICLE XIV

         The private property of the shareholders, directors and officers of
the corporation shall be forever exempt from debts and obligations of the
corporation.

ARTICLE XV

         The Bylaws of the corporation may be repealed, altered amended, or
substitute Bylaws may be adopted, by the directors or the shareholders, in
accordance with the provisions contained in said Bylaws.


ARTICLE XVI

         J. Michael Low of 2999 North 44th Street, Suite 250, Phoenix,
Arizona, 85018, having been a bona fide resident of Arizona for at least
three (3) years, is hereby appointed the statutory agent of this corporation
in the State of Arizona, upon whom notices and processes, including service
of summons, may be served, and which, when so served shall have lawful
personal service on the corporation.  The board of Directors may revoke this
appointment at any time, and shall fill the vacancy in such position whenever
one exists.


ARTICLE XVII


         The names and addresses of the incorporators of the corporation are:

         J. Michael Low
         Low & Childers, P.C.
         2999 North 44th Street, Suite 250
         Phoenix, Arizona  85018

         S. David Childers
         Low & Childers, P.C.
         2999 North 44th Street, Suite 250
         Phoenix, Arizona  85018
         
         Steven R. Henry
         Low & Childers, P.C.
         2999 North 44th Street, Suite 250
         Phoenix, Arizona  85018

         Carrie M. McDonald
         Low & Childers, P.C.
         2999 North 44th Street, Suite 250
         Phoenix, Arizona  85018

         Kathy A. Steadman
         Low & Childers, P.C.
         2999 North 44th Street, Suite 250
         Phoenix, Arizona  85018


All individual incorporators are eighteen (18) years of age or older.

         All powers, duties and responsibilities of the incorporators shall
cease at the time of delivery of these Amended and Restated Articles of
Incorporation and Articles of Redomestication to the Arizona Corporation
Commission for filing.


         IN WITNESS WHEREOF, we hereunto affix our signatures as of the 14th
day of December, 1995

/S/J. Michael Low                 /S/S. David Childers
---------------------             ----------------------
J. Michael Low                    S. David Childers


/S/Steven R. Henry                /S/Carrie M. McDonald
---------------------             ----------------------
Steven R. Henry                   Carrie M. McDonald


/S/Kathy A. Steadman
---------------------
Kathy A. Steadman


         Subscribed, sworn to and acknowledged before me this 14th day of
December, 1995.

                                  /S/Lori Barbus
                                  (Notary Public)
My commission Expires:
8/15/97

<PAGE>
                       APPOINTMENT OF STATUTORY AGENT


         I, J. Michael Low, being a resident of the State of Arizona for at
least three (3) years preceding this appointment, do hereby accept
appointment as Statutory Agent for Anchor National Life Insurance Company in
accordance with the Arizona Revised Statutes until appointment of a successor
Statutory Agent and removal.

         DATED, this 14th day of December, 1995.

                                                  /S/J. Michael Low
                                                  ------------------------
                                                     J. Michael Low, Esq.
                                                     Low & Childers, P.C.
<PAGE>
STATE OF CALIFORNIA               CHUCK QUACKENBUSH, Insurance Commissioner

DEPARTMENT OF INSURANCE
45 FREMONT STREET
SAN FRANCISCO, CA  94105



December 21, 1995



Mr. Lorin M. Fife, Esq.
Senior Vice President and General Counsel
Anchor National Life Insurance Company
One SunAmerica Center
Century City 
Los Angeles, CA  90067-6022

SUBJECT:     Approval of Redomestication of Anchor National Life
             Insurance Company from California to Arizona

Dear Mr. Fife:

With this letter, the redomestication of your company from California to
Arizona is hereby approved, pursuant to the authority granted by California
Insurance Code Section 709.5.  The company's Plan of Redomestication, dated
October 5, 1995, is also hereby approved.  The effective date of
redomestication shall be January 1, 1996.

Pursuant to documents filed with this Department, Susan L. Harris will appear
on our records as the agent for service of process upon the company.

Upon completion of the redomestication, please forward to us a true copy of
the formal approval granted by the State of Arizona, along with any other
necessary documents which may be needed to update our records at that point.

This letter, or a true copy thereof, should be retained among the company's
permanent corporate records, since it is the sole evidence of the approval of
the effective date of Anchor National's Life redomiciling, until such time as
you receive the Amended Certificate of Authority.

If you have any questions, please feel free to contact the undersigned.

Very truly yours, 

CHUCK QUACKENBUSH
Insurance Commissioner

By /S/FREDRIC MENDELSOHN
Staff Counsel
(415) 904-9446

FM:ams

cc:      David Saltsman - Anchor National Life
         Steve Ferguson, Sr. Analyst - Arizona Department of Insurance
         Susan Stapp, Legal Division
         Dan Vasco, Financial Analysis Division
         Kay Park, Financial Analysis Division
         Gloria Munar, CAB
         CAB Corporate Affairs Desk










                             STATE OF ARIZONA  

                         DEPARTMENT OF INSURANCE

                                          State of Arizona FILED
                                          Dec. 26, 1995
                                          Department of Insurance
                                          By [illegible]

In the Matter of the     )                Docket No. 95-272
Redomestication of       )
                         )        
ANCHOR NATIONAL LIFE     )
INSURANCE COMPANY,       )                ORDER APPROVING 
                         )                REDOMESTICATION
         Petitioner.     )
--------------------------

         Anchor National Life Insurance Company ("Anchor National"), NAIC No.
60941, a California domestic insurer, has applied to the Director of
Insurance for the State of Arizona ("Director") for approval to change its
domicile from California to Arizona.  After reviewing the filings,
correspondence, and information provided to the Arizona Department of
Insurance (("Department"), the Director makes the following findings of fact
and conclusions of law and issues the following order:

                 1.  Anchor National is a stock life and disability insurer
organized in the State of California, and is duly admitted as a life and
disability insurer in the State of Arizona.  Anchor National is seeking
redomestication to Arizona.

                 2.  Anchor National has complied with all requirements of law
relative to the organization of a domestic insurer and has designated its
principal place of business at a place in this state.

                 3.  The provisions of A.R.S.  20-231(A) have been complied
with and Anchor National is entitled to a certificate of authority to
transact insurance in this state and is subject to the authority and
jurisdiction of this state.

         NOW, THEREFORE, I, CHRIS HERSTAM, the Director of Insurance, do
hereby order that:

                 1.  The Application for Redomestication of Anchor National
from the State of California to the State of Arizona is approved to be
effective January 1, 1996.

                 DATED this 26th day of December, 1995.

                                          /S/ [illegible]
                                          -----------------------
                                          for Chris Herstam
                                          Director of Insurance

COPY of the foregoing mailed/delivered
this 26th day of December, 1995, to:

Charles R. Cohen, Deputy Director
Gregory Y. Harris, Executive Assistant Director
Gary Torticill, Assistant Director
Deloris Williamson, Assistant Director
Nancy Howse, Deputy Chief Analyst
Steven P. Ferguson, Senior Analyst
Scott Greenberg, Business Administrator
Department of Insurance
2910 N. 44th Street, Suite 210
Phoenix, Arizona  85018

J. Michael Low
Low & Childers, P.C.
2999 N. 44th St., Ste. 250
Phoenix, Arizona  85018


Lorin Fife
Senior Vice President/General Counsel
SunAmerica Life Insurance Company
One SunAmerica Center
Century City
Los Angeles, CA  90067-6022

Charles Quackenbush
State of California
Department of Insurance
800 Capitol Mall, Suite 1500
Sacramento, CA  95814

Fredrick Mendelsohn
Staff Counsel
State of California
Department of Insurance 
45 Fremont Street
San Francisco, CA  94105

/S/ Charis Crawford
--------------------
Chris Crawford
<PAGE>
                 ATTACHMENT TO CERTIFICATE OF DISCLOSURE OF

                   ANCHOR NATIONAL LIFE INSURANCE COMPANY


The undersigned is a member of or employee of Low & Childers, P.C., a law
firm with its office located at 2999 North 44th Street, Suite 250, Phoenix,
Arizona 85018.  It is possible that the undersigned may have acted as
incorporator of on or more corporations at the request of and on behalf of
the clients of Low & Childers, P.C.  With respect to such activity, the
undersigned was acting solely in connection with the representation of
clients by Low & Childers, P.C. and did not have any beneficial interest in
any such corporation nor did the undersigned have any duties or
responsibilities with respect to such corporation except in connection with
the representation of clients of the law firm or Low & Childers, P.C.  It is
possible that one or more of such corporations may have been placed in
bankruptcy or receivership or had its charter revoked during the time the
corporation was being represented by Low & Childers, P.C. or subsequent
thereto.  In connection with each such corporation, the undersigned would not
have been a principal thereof, but would have at most acted as a member or
employee of Low & Childers, P.C. in connection with the legal representation
thereof.

 
         It is not possible to determine from the records of the office of Low
& Childers, P.C. or from the records of the Arizona Corporation Commission a
list of all clients at the office of Low & Childers, P.C. which were involved
in bankruptcy or receivership proceedings or charter revocations during the
period of time such clients were represented by Low & Childers, P.C. and,
with respect to such corporations, to determine whether the undersigned had
ever served as an incorporator of any such corporations.

         The above information is applicable solely to the participation of
the undersigned, if any, with respect to corporations as to which the
undersigned's sole participation was in connection with the representation of
a client of Low & Childers, P.C.  The above statement does not apply to the
participation by the undersigned, if any, if any corporation in which the
undersigned owned a proprietary, beneficial, or membership interest greater
than 20% or in which the undersigned served as director, officer, trustee or
incorporator otherwise than in connection with representations of clients of
Low & Childers, P.C.

Date of Signing:

12/14/95                                      /S/ S. David Childers



anchor
cert.dis
10431-104
<PAGE>

                 ATTACHMENT TO CERTIFICATE OF DISCLOSURE OF

                   ANCHOR NATIONAL LIFE INSURANCE COMPANY


         The undersigned is a member of or employee of Low & Childers, P.C.,
a law firm with its office located at 2999 North 44th Street, Suite 250,
Phoenix, Arizona 85018.  It is possible that the undersigned may have acted
as incorporator of on or more corporations at the request of and on behalf of
the clients of Low & Childers, P.C.  With respect to such activity, the
undersigned was acting solely in connection with the representation of
clients by Low & Childers, P.C. and did not have any beneficial interest in
any such corporation nor did the undersigned have any duties or
responsibilities with respect to such corporation except in connection with
the representation of clients of the law firm or Low & Childers, P.C.  It is
possible that one or more of such corporations may have been placed in
bankruptcy or receivership or had its charter revoked during the time the
corporation was being represented by Low & Childers, P.C. or subsequent
thereto.  In connection with each such corporation, the undersigned would not
have been a principal thereof, but would have at most acted as a member or
employee of Low & Childers, P.C. in connection with the legal representation
thereof.

 
         It is not possible to determine from the records of the office of Low
& Childers, P.C. or from the records of the Arizona Corporation Commission a
list of all clients at the office of Low & Childers, P.C. which were involved
in bankruptcy or receivership proceedings or charter revocations during the
period of time such clients were represented by Low & Childers, P.C. and,
with respect to such corporations, to determine whether the undersigned had
ever served as an incorporator of any such corporations.

         The above information is applicable solely to the participation of
the undersigned, if any, with respect to corporations as to which the
undersigned's sole participation was in connection with the representation of
a client of Low & Childers, P.C.  The above statement does not apply to the
participation by the undersigned, if any, if any corporation in which the
undersigned owned a proprietary, beneficial, or membership interest greater
than 20% or in which the undersigned served as director, officer, trustee or
incorporator otherwise than in connection with representations of clients of
Low & Childers, P.C.

Date of Signing:

12/14/95                                      /S/ Carrie M. McDonald



anchor
cert.dis
10431-104

<PAGE>
                 ATTACHMENT TO CERTIFICATE OF DISCLOSURE OF

                   ANCHOR NATIONAL LIFE INSURANCE COMPANY


         The undersigned is a member of or employee of Low & Childers, P.C.,
a law firm with its office located at 2999 North 44th Street, Suite 250,
Phoenix, Arizona 85018.  It is possible that the undersigned may have acted
as incorporator of on or more corporations at the request of and on behalf of
the clients of Low & Childers, P.C.  With respect to such activity, the
undersigned was acting solely in connection with the representation of
clients by Low & Childers, P.C. and did not have any beneficial interest in
any such corporation nor did the undersigned have any duties or
responsibilities with respect to such corporation except in connection with
the representation of clients of the law firm or Low & Childers, P.C.  It is
possible that one or more of such corporations may have been placed in
bankruptcy or receivership or had its charter revoked during the time the
corporation was being represented by Low & Childers, P.C. or subsequent
thereto.  In connection with each such corporation, the undersigned would not
have been a principal thereof, but would have at most acted as a member or
employee of Low & Childers, P.C. in connection with the legal representation
thereof.

 
         It is not possible to determine from the records of the office of Low
& Childers, P.C. or from the records of the Arizona Corporation Commission a
list of all clients at the office of Low & Childers, P.C. which were involved
in bankruptcy or receivership proceedings or charter revocations during the
period of time such clients were represented by Low & Childers, P.C. and,
with respect to such corporations, to determine whether the undersigned had
ever served as an incorporator of any such corporations.

         The above information is applicable solely to the participation of
the undersigned, if any, with respect to corporations as to which the
undersigned's sole participation was in connection with the representation of
a client of Low & Childers, P.C.  The above statement does not apply to the
participation by the undersigned, if any, if any corporation in which the
undersigned owned a proprietary, beneficial, or membership interest greater
than 20% or in which the undersigned served as director, officer, trustee or
incorporator otherwise than in connection with representations of clients of
Low & Childers, P.C.

Date of Signing:

12/14/95                                      /S/ J. Michael Low



anchor
cert.dis
10431-104

<PAGE>
                 ATTACHMENT TO CERTIFICATE OF DISCLOSURE OF

                   ANCHOR NATIONAL LIFE INSURANCE COMPANY


         The undersigned is a member of or employee of Low & Childers, P.C.,
a law firm with its office located at 2999 North 44th Street, Suite 250,
Phoenix, Arizona 85018.  It is possible that the undersigned may have acted
as incorporator of on or more corporations at the request of and on behalf of
the clients of Low & Childers, P.C.  With respect to such activity, the
undersigned was acting solely in connection with the representation of
clients by Low & Childers, P.C. and did not have any beneficial interest in
any such corporation nor did the undersigned have any duties or
responsibilities with respect to such corporation except in connection with
the representation of clients of the law firm or Low & Childers, P.C.  It is
possible that one or more of such corporations may have been placed in
bankruptcy or receivership or had its charter revoked during the time the
corporation was being represented by Low & Childers, P.C. or subsequent
thereto.  In connection with each such corporation, the undersigned would not
have been a principal thereof, but would have at most acted as a member or
employee of Low & Childers, P.C. in connection with the legal representation
thereof.

 
         It is not possible to determine from the records of the office of Low
& Childers, P.C. or from the records of the Arizona Corporation Commission a
list of all clients at the office of Low & Childers, P.C. which were involved
in bankruptcy or receivership proceedings or charter revocations during the
period of time such clients were represented by Low & Childers, P.C. and,
with respect to such corporations, to determine whether the undersigned had
ever served as an incorporator of any such corporations.

         The above information is applicable solely to the participation of
the undersigned, if any, with respect to corporations as to which the
undersigned's sole participation was in connection with the representation of
a client of Low & Childers, P.C.  The above statement does not apply to the
participation by the undersigned, if any, if any corporation in which the
undersigned owned a proprietary, beneficial, or membership interest greater
than 20% or in which the undersigned served as director, officer, trustee or
incorporator otherwise than in connection with representations of clients of
Low & Childers, P.C.

Date of Signing:

12/14/95                                      /S/ Kathy A. Steadman



anchor
cert.dis
10431-104

<PAGE>
                 ATTACHMENT TO CERTIFICATE OF DISCLOSURE OF

                   ANCHOR NATIONAL LIFE INSURANCE COMPANY


         The undersigned is a member of or employee of Low & Childers, P.C.,
a law firm with its office located at 2999 North 44th Street, Suite 250,
Phoenix, Arizona 85018.  It is possible that the undersigned may have acted
as incorporator of on or more corporations at the request of and on behalf of
the clients of Low & Childers, P.C.  With respect to such activity, the
undersigned was acting solely in connection with the representation of
clients by Low & Childers, P.C. and did not have any beneficial interest in
any such corporation nor did the undersigned have any duties or
responsibilities with respect to such corporation except in connection with
the representation of clients of the law firm or Low & Childers, P.C.  It is
possible that one or more of such corporations may have been placed in
bankruptcy or receivership or had its charter revoked during the time the
corporation was being represented by Low & Childers, P.C. or subsequent
thereto.  In connection with each such corporation, the undersigned would not
have been a principal thereof, but would have at most acted as a member or
employee of Low & Childers, P.C. in connection with the legal representation
thereof.

 
         It is not possible to determine from the records of the office of Low
& Childers, P.C. or from the records of the Arizona Corporation Commission a
list of all clients at the office of Low & Childers, P.C. which were involved
in bankruptcy or receivership proceedings or charter revocations during the
period of time such clients were represented by Low & Childers, P.C. and,
with respect to such corporations, to determine whether the undersigned had
ever served as an incorporator of any such corporations.

         The above information is applicable solely to the participation of
the undersigned, if any, with respect to corporations as to which the
undersigned's sole participation was in connection with the representation of
a client of Low & Childers, P.C.  The above statement does not apply to the
participation by the undersigned, if any, if any corporation in which the
undersigned owned a proprietary, beneficial, or membership interest greater
than 20% or in which the undersigned served as director, officer, trustee or
incorporator otherwise than in connection with representations of clients of
Low & Childers, P.C.

Date of Signing:

12/14/95                                      /S/ Steven R. Henry



anchor
cert.dis
10431-104

<PAGE>
                    ARIZONA CORPORATION COMMISSION
                         CORPORATIONS DIVISION 

Phoenix Address:                          Tucson Address:
 1300 West Washington                      400 West Congress
 Phoenix, Arizona  85007-2929              Tucson, Arizona 85707-1347


                      CERTIFICATE OF DISCLOSURE
                  A.R.S. Sections 10-128 & 10-1084

CHECK APPROPRIATE BOX(ES) A or B                  Anchor National Life
ANSWER "C"                                         Insurance Company
                                                  EXACT CORPORATE NAME
THE UNDERSIGNED CERTIFY THAT:

A.   No persons serving either by elections or appointment as officers,
[X]  directors, incorporators and persons controlling, or holding more than 
     10% of the issued and outstanding common shares or 10% of any other    
     proprietary, beneficial or membership interest in the corporation:
     1.  Have been convicted of a felony involving a transaction in         
         securities, consumer fraud or antitrust in any state or federal    
         jurisdiction within the seven-year period immediately preceding    
         the execution of this Certificate.
     2.  Have been convicted of a felony, the essential elements of which   
         consisted of fraud, misrepresentation, theft by false pretenses,
         or restraining the trade or monopoly in any state or federal       
         jurisdiction within the seven-year period immediately preceding 
         the execution of this Certificate
     3.  Have been or are subject to an injunction, judgment, decree or     
         permanent order of any state or federal court entered within the   
         seven-year period immediately preceding the execution of this      
         Certificate where such injunction, judgment, decree or permanent   
         order:
         (a)  Involved the violation of fraud or registration provisions of 
              the securities laws of that jurisdiction; or
         (b)  Involved the violation of the consumer fraud laws of that    
              jurisdiction; or
         (c)  Involved the violation of the antitrust or restraint of trade
              laws of that jurisdiction.
B.   For any person or persons who have been or are subject to one or more  
[  ] of the statements in Items A.1 through A.3 above, the following        
     information MUST be attached:
     1.  Full name and prior name(s) used.
     2.  Full birth name
     3.  Present home address.
     4.  Prior addresses (for immediate preceding 7-year period).
     5.  Date and location of birth
     6.  Social Security number.
     7.  The nature and description of each conviction or judicial action,  
         date, and location, the court and public agency involved and file
         or cause number of case.

            STATEMENT OF BANKRUPTCY, RECEIVERSHIP OR REVOCATION
                  A.R.S. Sections 10-128.01 and 10-1083

C.   Has any person serving (a) either by election or appointment as an     
     officer, director, trustee or incorporator of the corporation or, (b)  
     major stockholder possessing or controlling any proprietary,
     beneficial or membership interest in the corporation, served in any 
     such capacity or held such interest in any corporation which has been  
     placed in bankruptcy or receivership or had its charter revoked?   
                                                           Yes   No (X)
IF YOUR ANSWER TO THE ABOVE QUESTION IS "YES", YOU MUST ATTACH THE
FOLLOWING INFORMATION FOR EACH CORPORATION:
     1.  Name and address of the corporation.
     2.  Full name, including alias and address of each person involved.
     3.  State(s) in which the corporation     
         (a) Was incorporated.
         (b) Has transacted business.
     4.  Dates of corporate operation.
     5.  A description of the bankruptcy, receivership or charter
         revocation, including the date, court or agency involved and the
         file or cause numer of the case.                                  
Under penalties of law, the undersigned incorporators/Officers declare that
we have examined this Certificate, including any attachments, and to the
best of our knowledge and belief it is true, correct and complete.

BY /S/ S. David Childers  Date 12/14/95   
TITLE Incorporator
BY                       DATE
TITLE
                                                        FISCAL DATE:12/31

                    ALL INCORPORATORS MUST SIGN THE INITIAL CERTIFICATE OF  
                    DISCLOSURE. (If more than four Incorporators, please   
                    attach remaining signatures on a separate sheet of
                    paper.)

                    When initial officers have been elected, an AMENDED     
                    Certificate must be filed within sixty (60) days of
                    original filings and must be signed by two (2)
                    executive officers and directors.
C/F 001-Domestic
<PAGE>
                   ARIZONA CORPORATION COMMISSION
                       CORPORATIONS DIVISION 

Phoenix Address:                          Tucson Address:
 1300 West Washington                      400 West Congress
 Phoenix, Arizona  85007-2929              Tucson, Arizona 85707-1347


                     CERTIFICATE OF DISCLOSURE
                 A.R.S. Sections 10-128 & 10-1084

CHECK APPROPRIATE BOX(ES) A or B                  Anchor National Life
ANSWER "C"                                         Insurance Company
                                                  EXACT CORPORATE NAME
THE UNDERSIGNED CERTIFY THAT:

A.   No persons serving either by elections or appointment as officers,
[X]  directors, incorporators and persons controlling, or holding more than 
     10% of the issued and outstanding common shares or 10% of any other    
     proprietary, beneficial or membership interest in the corporation:
     1.  Have been convicted of a felony involving a transaction in         
         securities, consumer fraud or antitrust in any state or federal    
         jurisdiction within the seven-year period immediately preceding    
         the execution of this Certificate.
     2.  Have been convicted of a felony, the essential elements of which   
         consisted of fraud, misrepresentation, theft by false pretenses,
         or restraining the trade or monopoly in any state or federal       
         jurisdiction within the seven-year period immediately preceding 
         the execution of this Certificate
     3.  Have been or are subject to an injunction, judgment, decree or     
         permanent order of any state or federal court entered within the   
         seven-year period immediately preceding the execution of this      
         Certificate where such injunction, judgment, decree or permanent   
         order:
         (a)  Involved the violation of fraud or registration provisions of 
              the securities laws of that jurisdiction; or
         (b)  Involved the violation of the consumer fraud laws of that    
              jurisdiction; or
         (c)  Involved the violation of the antitrust or restraint of trade
              laws of that jurisdiction.
B.   For any person or persons who have been or are subject to one or more  
[  ] of the statements in Items A.1 through A.3 above, the following        
     information MUST be attached:
     1.  Full name and prior name(s) used.
     2.  Full birth name
     3.  Present home address.
     4.  Prior addresses (for immediate preceding 7-year period).
     5.  Date and location of birth
     6.  Social Security number.
     7.  The nature and description of each conviction or judicial action,  
         date, and location, the court and public agency involved and file
         or cause number of case.

              STATEMENT OF BANKRUPTCY, RECEIVERSHIP OR REVOCATION
                    A.R.S. Sections 10-128.01 and 10-1083

C.   Has any person serving (a) either by election or appointment as an     
     officer, director, trustee or incorporator of the corporation or, (b)  
     major stockholder possessing or controlling any proprietary,
     beneficial or membership interest in the corporation, served in any 
     such capacity or held such interest in any corporation which has been  
     placed in bankruptcy or receivership or had its charter revoked?   
                                                           Yes   No (X)
IF YOUR ANSWER TO THE ABOVE QUESTION IS "YES", YOU MUST ATTACH THE
FOLLOWING INFORMATION FOR EACH CORPORATION:
     1.  Name and address of the corporation.
     2.  Full name, including alias and address of each person involved.
     3.  State(s) in which the corporation     
         (a) Was incorporated.
         (b) Has transacted business.
     4.  Dates of corporate operation.
     5.  A description of the bankruptcy, receivership or charter
         revocation, including the date, court or agency involved and the
         file or cause numer of the case.                                  
Under penalties of law, the undersigned incorporators/Officers declare that
we have examined this Certificate, including any attachments, and to the
best of our knowledge and belief it is true, correct and complete.

BY /S/ Carrie M. McDonald                 BY /S/ Steven R. Henry  
         Date 12/14/95                            Date 12/14/95
TITLE Incorporator                        TITLE Incorporator
BY /S/ Kathy A. Steadman                  BY /S/ J. Michael Low
         Date 12/14/95                            Date 12/14/95
TITLE Incorporator                        TITLE Incorporator


                                                        FISCAL DATE:12/31

                    ALL INCORPORATORS MUST SIGN THE INITIAL CERTIFICATE OF  
                    DISCLOSURE. (If more than four Incorporators, please   
                    attach remaining signatures on a separate sheet of
                    paper.)

                    When initial officers have been elected, an AMENDED     
                    Certificate must be filed within sixty (60) days of
                    original filings and must be signed by two (2)
                    executive officers and directors.
C/F 001-Domestic