AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q


(Mark One)

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                       SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended               June 30, 1997                  

                                      OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                       SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to _____________________

                         Commission file number 1-7981


                        American General Corporation                         
   (Exact name of registrant as specified in its articles of incorporation)


                Texas                                     74-0483432          
    (State of Incorporation)                         (I.R.S. Employer 
                                                       Identification No.) 


    2929 Allen Parkway, Houston, Texas                     77019-2155         
(Address of principal executive offices)                 (Zip Code) 


                                 (713) 522-1111                             
             (Registrant's telephone number, including area code)

Indicate  by check  mark whether  the  registrant: (1)  has filed  all reports
required to be filed by Section 13 or 15(d) of the  Securities Exchange Act of
1934  during the  preceding 12  months (or  for such  shorter period  that the
registrant  was required to  file such reports),  and (2) has  been subject to
such filing requirements for the past 90 days.

Yes   X  .     No      . 

As of July  31, 1997, there were 243,235,436 shares  (excluding shares held in
treasury and by a subsidiary) of American General's Common Stock and 2,317,701
shares of American General's 7% Convertible Preferred Stock outstanding.
<PAGE>
 
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





                              INDEX TO FORM 10-Q

                                                                              
                                                                     Page
Part I.    FINANCIAL INFORMATION.


         Item 1.  Financial Statements.

                  Consolidated Statement of Income for the six
                    months and quarter ended June 30, 1997
                    and 1996 .........................................  2

                  Consolidated Balance Sheet at June 30, 1997 and
                    December 31, 1996 ................................  3

                  Consolidated Condensed Statement of Cash Flows for
                    the six months ended June 30, 1997 and 1996 ......  4

                  Notes to Consolidated Financial Statements .........  5

         Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations .............. 11


Part II.   OTHER INFORMATION.


         Item 1.  Legal Proceedings .................................. 30

         Item 4.  Submission of Matters to a Vote of 
                  Security Holders ................................... 32

         Item 6.  Exhibits and Reports on Form 8-K ................... 33












<PAGE>
 




                                                  -1-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





                        PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                         AMERICAN GENERAL CORPORATION
                       Consolidated Statement of Income
                                  (Unaudited)
                       (In millions, except share data)

                                     Six Months Ended       Quarter Ended
                                         June 30,             June 30,     
                                      1997        1996      1997      1996 
Revenues 
 Premiums and other considerations. $ 1,633     $ 1,604   $   832   $   824 
 Net investment income ............   1,973       1,869     1,002       945 
 Finance charges ..................     635         734       315       363 
 Realized investment gains ........      14          31        20         3 
 Equity in earnings of Western
  National Corporation ............      26          17        13         9 
 Other ............................      87          72        44        36 
     Total revenues ...............   4,368       4,327     2,226     2,180 

Benefits and expenses
 Insurance and annuity benefits ...   2,076       2,075     1,059     1,046 
 Policyholder dividends ...........      47          47        24        24 
 Operating costs and expenses .....     698         692       349       360 
 Commissions ......................     424         420        214      218 
 Change in deferred policy
  acquisition costs and cost of
  insurance purchased .............     (51)        (30)      (26)       (1)
 Provision for finance receivable
  losses ..........................     131         211        63       102 
 Merger-related costs .............     272           -       272         - 
 Losses on assets held for sale
  and litigation ..................     163           -       163         - 
 Interest expense
  Corporate .......................      77          81        41        41 
  Consumer Finance ................     226         247       113       121 
     Total benefits and expenses ..   4,063       3,743     2,272     1,911 

Earnings
 Income (loss) before income
  tax expense......................     305         584       (46)      269 
 Income tax expense ...............     180         206         56       97 
 Income (loss) before net dividends
  on preferred securities of
  subsidiaries ....................     125         378      (102)      172 
 Net dividends on preferred 
  securities of subsidiaries ......      39          19        22         9 
     Net income (loss) ............ $    86     $   359   $  (124)  $   163 


                                                  -2-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997


Net income (loss) per share ....... $   .36     $  1.44   $  (.49)  $   .65 
Dividends paid per common share ... $   .70     $   .65   $   .35   $  .325 
Average fully diluted shares 
  outstanding (in thousands) ...... 250,666     252,746   251,616   254,099 



















































                                                  -3-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 1.  Financial Statements (continued).

                         AMERICAN GENERAL CORPORATION
                          Consolidated Balance Sheet 
                                  (Unaudited)
                      (In millions, except share amounts)

                                                    June 30,    December 31, 
                                                      1997          1996     
Assets 
 Investments 
  Fixed maturity securities (amortized cost:
   $44,673; $42,867) ............................    $45,985       $44,355 
  Mortgage loans on real estate .................      3,389         3,228 
  Equity securities (cost: $89; $111) ...........        110           137 
  Policy loans ..................................      2,105         2,011 
  Investment real estate ........................        587           626 
  Other long-term investments ...................        166           210 
  Short-term investments ........................        365           265 
      Total investments .........................     52,707        50,832 
 Cash ...........................................        289           176 
 Finance receivables, net .......................      7,022         7,230 
 Investment in Western National Corporation .....        510           535 
 Deferred policy acquisition costs ..............      3,114         2,954 
 Cost of insurance purchased ....................        813           755 
 Acquisition-related goodwill ...................        658           605 
 Other assets ...................................      2,559         2,517 
 Assets held for sale ...........................          -           667 
 Assets held in Separate Accounts ...............      9,715         7,863 
      Total assets ..............................    $77,387       $74,134 

Liabilities
 Insurance and annuity liabilities ..............    $47,393       $46,022 
 Debt (short-term)
  Corporate ($766; $631) ........................      2,238         2,102 
  Consumer finance ($2,783; $3,131) .............      6,734         7,630 
 Income tax liabilities .........................        950         1,078 
 Other liabilities ..............................      1,886         1,368 
 Liabilities related to Separate Accounts .......      9,715         7,863 
      Total liabilities .........................     68,916        66,063 

Redeemable equity
 Company-obligated mandatorily redeemable
  preferred securities of subsidiaries
  holding solely company subordinated notes
   Non-convertible ..............................      1,479           982 
   Convertible ..................................        246           245 
     Total redeemable equity ....................      1,725         1,227 

Shareholders' equity 
 Convertible preferred stock (shares issued

                                                  -4-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997


  and outstanding: 2,317,701; 2,323,722) ........         85            85 
 Common stock (shares issued: 259,135,053; 
  283,738,546; outstanding: 243,069,549; 
  241,170,903) ..................................        321           572 
 Net unrealized gains on securities .............        533           627 
 Retained earnings ..............................      6,344         6,420 
 Cost of treasury stock .........................       (537)         (860)
      Total shareholders' equity ................      6,746         6,844 
      Total liabilities and equity ..............    $77,387       $74,134 














































                                                  -5-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 1.  Financial Statements (continued).

                         AMERICAN GENERAL CORPORATION
                Consolidated Condensed Statement of Cash Flows
                                  (Unaudited)
                                 (In millions)
                                                       Six Months Ended
                                                           June 30,       
                                                        1997        1996  
Operating activities
       Net cash provided by operating activities ...  $   910     $ 1,096 

Investing activities 
 Investment purchases ..............................   (6,969)     (5,341)
 Investment dispositions and repayments ............    6,489       4,767 
 Finance receivable originations and purchases .....   (2,256)     (2,403)
 Finance receivable principal payments received ....    2,146       2,530 
 Sale of finance receivables .......................      733           - 
 Net increase in short-term investments ............      (44)        (74)
 Acquisition of Home Beneficial Life ...............     (283)          - 
 Acquisition of Independent Life ...................        -        (106)
 Other, net ........................................      (15)        (97)
       Net cash used for investing activities ......     (199)       (724)

Financing activities
 Retirement Services and Life Insurance
   Policyholder account deposits ...................    1,602       1,527 
   Policyholder account withdrawals ................   (1,460)     (1,424)
      Total Retirement Services and Life Insurance .      142         103 
 Consumer Finance
   Net decrease in short-term debt .................     (348)        (48)
   Long-term debt issuances ........................      163          31 
   Long-term debt redemptions ......................     (711)       (358)
      Total Consumer Finance .......................     (896)       (375)
 Corporate
   Net increase in short-term debt .................      135         212 
   Long-term debt redemptions ......................        -         (50)
   Issuance of preferred securities of subsidiaries.      498           - 
   Dividends on common and preferred stock .........     (162)       (151)
   Common stock repurchases ........................     (365)        (90)
   Other, net ......................................       50          (2)
      Total Corporate ..............................      156         (81)
       Net cash used for financing activities ......     (598)       (353)

Net increase in cash ...............................      113          19 
Cash at beginning of period ........................      176         227 
Cash at end of period ..............................  $   289     $   246 

Supplemental disclosure of cash flow information:
 Cash paid during the period for
   Income taxes ....................................  $   222     $   202 

                                                  -6-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997


   Interest
     Corporate .....................................       67          83 
     Consumer Finance ..............................      254         249 
   Dividends on preferred securities of
    subsidiaries ...................................       28          28 


















































                                                  -7-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 1.  Financial Statements (continued).

                         AMERICAN GENERAL CORPORATION
                  Notes to Consolidated Financial Statements
                                 June 30, 1997

1.   Accounting  Policies. The  accompanying unaudited  consolidated financial
     statements of American General Corporation and its subsidiaries (American
     General or the company)  have been prepared in accordance  with generally
     accepted  accounting principles for interim  periods.  In  the opinion of
     management, these statements include  all adjustments, consisting only of
     normal  recurring accruals, that are necessary for a fair presentation of
     the company's  consolidated  financial position  at  June 30,  1997,  the
     consolidated  results of operations for  the three months  and six months
     ended June 30, 1997 and 1996, and the consolidated cash flows for the six
     months ended June 30, 1997 and 1996.

     All prior  period consolidated  financial statements of  American General
     have  been  restated to  include  the  results  of operations,  financial
     position, and cash flows of USLIFE Corporation (USLIFE) under the pooling
     of  interests method of accounting in conjunction with the acquisition of
     USLIFE (See Note 2).

2.   Acquisitions.

     Home Beneficial Life.  On April  16, 1997, American General completed the
     acquisition  of Home Beneficial Corporation, the  holding company of Home
     Beneficial  Life  Insurance  Company  (Home Beneficial  Life),  for  $665
     million.   The  purchase price  consisted  of $283  million cash  and 9.5
     million shares of American General common stock.

     The  acquisition was  accounted for  using the  purchase method,  and the
     results  of  operations  and cash  flows  of  Home  Beneficial Life  were
     included  in the  company's consolidated  statements of  income and  cash
     flows  from the date of acquisition.  The acquired assets and liabilities
     were reflected  in American General's  consolidated balance  sheet as  of
     April  16,  1997, at  management's best  estimate  of their  fair values.
     Evaluation of fair values  assigned to Home Beneficial Life's  assets and
     liabilities,  primarily   related  to  insurance   and  employee  benefit
     liabilities, is continuing, and  allocation of the purchase price  may be
     adjusted when additional information is available.











                                                  -8-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 1.  Financial Statements (continued).

     Noncash investing and financing activities  related to the acquisition of
     Home Beneficial Life that are not reflected in the consolidated condensed
     statement  of cash flows for the  six months ended June  30, 1997 were as
     follows:

     (In millions)

     Fair value of assets acquired                               $1,433
     Liabilities assumed                                           (768)
     Issuance of common treasury shares                            (382)
       Net cash paid for acquisition of Home Beneficial Life     $  283

     USLIFE.    On  June 17,  1997,  American  General  completed its  largest
     acquisition,  the  $1.8   billion  merger  of  USLIFE   in  an  all-stock
     transaction.    American General  issued  39.0 million  shares  of common
     stock, or  1.1069 shares in exchange  for each USLIFE common  share.  The
     exchange  ratio was  based on  the transaction  price  of $49  per USLIFE
     common  share divided  by an  average trading  price of  American General
     common stock  prior to closing.   In addition  to the issuance  of common
     stock,  American  General assumed  USLIFE's  debt  of approximately  $600
     million.

     The acquisition was accounted  for using the pooling of  interests method
     and,  accordingly, American  General's consolidated  financial statements
     for all periods  prior to the acquisition  have been restated to  include
     the  results of operations, financial position, and cash flows of USLIFE.
     Revenues and net income for the individual entities were as follows:

                                   Six Months             Quarter
                                 Ended June 30,        Ended June 30, 
     (In millions)               1997      1996        1997      1996 

     Revenues
      American General          $3,471    $3,431      $1,779    $1,719
      USLIFE                       897       896         447       461
       Total                    $4,368    $4,327      $2,226    $2,180

     Net income (loss)
      American General (a)      $  205    $  337      $   24    $  167
      USLIFE (b)                  (119)       22        (148)       (4)
       Total                    $   86    $  359      $ (124)   $  163

     (a)  Includes aftertax merger-related costs of $81 million and  losses on
          assets  held for  sale and  litigation of $106  million in  the 1997
          periods.

     (b)  Includes aftertax merger-related costs of  $166 million in the  1997
          periods and write-down of group business of $32 million  in the 1996
          periods.

                                                  -9-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 1.  Financial Statements (continued).

3.   Merger-Related Costs.  The company recorded the following costs in second
     quarter 1997 related to the merger with USLIFE:

     (In millions)                           Pretax     Aftertax

     Change in control costs                  $179        $155
     Transaction costs                          22          22
     Restructuring costs                        71          46
     Deferred tax asset valuation
      allowance                                  -          24
        Total                                 $272        $247

     Change in control costs  consist primarily of severance and  supplemental
     retirement  plan payments  to  USLIFE executives,  payable under  various
     USLIFE plans in  effect prior to  the merger.   A substantial portion  of
     these payments are considered excess parachute payments for  tax purposes
     and are not tax deductible by the company.

     Transaction  costs  include expenses  for investment  bankers, attorneys,
     accountants, and proxy printing costs.

     Restructuring costs consist primarily of severance and the elimination of
     redundant facilities  in connection  with the  merger and  the concurrent
     development of a divisional  structure (the Independent Producer division
     and the Career Agency division) within the  Life Insurance segment.  This
     new divisional structure will  utilize shared products and administrative
     services  in  the  Independent  Producer  division  while  retaining  the
     distinct marketing attributes of  individual subsidiaries.  Severance and
     related costs of $34  million relate to the elimination  of approximately
     1,200 positions  beginning in third  quarter 1997.   The positions  to be
     eliminated relate to USLIFE's  corporate operations and to administrative
     service  functions  that  will  be  centralized  within  the  Independent
     Producer  division.    Costs  of  $37   million  to  eliminate  redundant
     facilities  relate to  contractual payments  under lease  obligations for
     facilities  to be vacated, primarily those utilized by USLIFE's corporate
     operations, and the write-off of mainframe computer equipment and related
     software at various locations that will be centralized.

     A valuation allowance for the deferred tax asset related to  a portion of
     USLIFE's net operating loss  carryforward was required as a result of the
     USLIFE acquisition  in second quarter 1997  since it is more  likely than
     not that some portion of the deferred tax asset will not be realized.








                                                 -10-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 1.  Financial Statements (continued).

4.   Losses on Assets Held for Sale.   In June 1997, American General recorded
     a loss of  $113 million ($73 million aftertax) related  to disposition of
     non-strategic assets, consisting of a loss on the sale of underperforming
     credit card and private label finance receivable portfolios, and a charge
     relating  to the  planned  sale of  American  General's land  development
     operations and its small Canadian life insurance subsidiary.  The loss on
     the sale of receivables primarily resulted from establishing  a liability
     for  estimated  future  payments to  the  purchaser  of  the credit  card
     portfolio under a five-year loss sharing arrangement.

5.   Company-Obligated   Mandatorily   Redeemable   Preferred  Securities   of
     Subsidiary  (Preferred  Securities).   In  March  1997, American  General
     Institutional Capital B, a  subsidiary trust of American General,  issued
     500,000 shares, or $500 million, of non-convertible preferred securities.
     These  securities pay semi-annual cash dividends  at an annual rate of 8-
     1/8%.

     The  sole  assets   of  the  subsidiary  trust  are  Junior  Subordinated
     Debentures  (Subordinated Debentures)  issued by  American General.   The
     subsidiary  trust  has  no  independent  operations.    The  Subordinated
     Debentures are eliminated in the consolidated financial statements.   The
     interest terms  and other  payment dates  of  the company's  Subordinated
     Debentures  held by  the  subsidiary trust  correspond  to those  of  the
     subsidiary trust's preferred securities.   American General's obligations
     under  the Subordinated  Debentures  and related  agreements, when  taken
     together, constitute a  full and unconditional guarantee of  payments due
     on the preferred  securities.  The Subordinated Debentures are redeemable
     at the option of the company.   Upon such event, the preferred securities
     are redeemable on a proportionate basis.

6.   Share  Repurchase.   On April  15, 1997,  American General  purchased 6.4
     million shares of  its common  stock in an  accelerated share  repurchase
     transaction.   The shares were purchased from an investment bank for $234
     million based  on the April 14,  1997 closing price of  $36.50 per share,
     subject to a market price adjustment provision.  In order to complete the
     transaction, the  investment bank borrowed American  General common stock
     and will  purchase replacement shares  in the open market.   The ultimate
     price  per share  will be  adjusted for  changes in  the market  price of
     American General common stock prior to settlement and a reimbursement for
     dividends  paid on  the borrowed  shares.   The final  purchase  price is
     expected  to  be determined  during third  quarter  1997, and  settled in
     either cash or shares of  American General common stock at the  company's
     option  in fourth quarter 1997.  The settlement cost, currently estimated
     at $88 million, will  increase the cost of treasury stock  as of the date
     the  final purchase price is determined.  This transaction, combined with
     3.0 million shares  repurchased since the announcement  of the definitive
     agreement to acquire Home Beneficial Life, has the effect of repurchasing
     substantially  all of  the  shares issued  in  the Home  Beneficial  Life
     acquisition.

                                                 -11-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 1.  Financial Statements (continued).

7.   New Accounting  Standards.   In February  1997, the  Financial Accounting
     Standards Board (FASB) issued Statement of Financial Accounting Standards
     (SFAS)  128, "Earnings per Share."  This statement, which changes certain
     requirements  for  computing  and   disclosing  earnings  per  share,  is
     effective  for interim and annual periods ending after December 15, 1997.
     Earlier  application  is  not permitted.    Restatement  for all  periods
     presented  will be required upon adoption.  Application of this statement
     will  change the company's disclosures related to earnings per share, but
     will not have a material impact on reported per share amounts.

     In June 1997, the FASB issued SFAS 130, "Reporting Comprehensive Income,"
     which establishes standards  for reporting  and displaying  comprehensive
     income and its components in the financial statements.  This statement is
     effective for  interim and  annual periods  beginning after  December 15,
     1997.  Reclassification of financial statements for all periods presented
     will be required  upon adoption.  Application of  this statement will not
     change  recognition or measurement of net income and, therefore, will not
     impact  the company's  consolidated  results of  operations or  financial
     position.

     In June 1997, the FASB also issued SFAS 131, "Disclosures  about Segments
     of  an  Enterprise  and  Related  Information,"  which  changes  the  way
     companies report  segment information.   This statement is  effective for
     years  beginning after  December 15,  1997, but  need not  be applied  to
     interim  financial  statements  in   the  initial  year  of  application.
     Restatement  of comparative information for all periods presented will be
     required upon adoption.   Adoption of this statement  will result in more
     detailed segment disclosures but will not have an impact on the company's
     consolidated results of operations or financial position.

8.   Legal Contingencies.   Two real  estate subsidiaries of  American General
     were defendants  in a lawsuit that alleged  damages based on lost profits
     and  related  claims  arising  from  certain   loans  and  joint  venture
     contracts.    On  July  16,  1993, a  judgment  was  entered  against the
     subsidiaries for $47 million in compensatory damages and for $189 million
     in punitive damages.  On September 17, 1993, a Texas state district court
     reduced the previously awarded punitive damages by $60 million, resulting
     in a reduced judgment  in the amount  of $176 million plus  post-judgment
     interest of 10% from July 16, 1993.  On January 29, 1996, the Texas First
     Court  of Appeals  rendered  a decision  that  affirmed the  trial  court
     judgment  and held  both companies  liable to  pay the  punitive damages.
     Pursuant  to  court-ordered  mediation,  the  parties have  agreed  to  a
     settlement of approximately  $50 million  as a final  resolution of  this
     lawsuit.   As a result,  American General recorded  an aftertax charge of
     $33 million in second quarter 1997.





                                                 -12-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 1.  Financial Statements (continued).

     In  April  1992, the  Internal Revenue  Service  (IRS) issued  Notices of
     Deficiency for the 1977-1981 tax years of certain insurance subsidiaries.
     The basis of  the dispute was the  tax treatment of modified  coinsurance
     agreements.   The  company elected  to pay  all related  assessments plus
     associated interest, totaling $59 million.  A claim for refund of tax and
     interest was  disallowed by  the IRS in  January 1993.   In June  1993, a
     representative suit for refund  was filed in the  United States Court  of
     Federal  Claims.   In  February 1996,  the court  ruled  in favor  of the
     company on all legal issues related to this contingency, and the judgment
     entered  in  favor of  the  company for  the  portion of  the contingency
     related  to the representative case  was appealed by  the government.  On
     July 9, 1997,  the U.S. Court of Appeals for the Federal Circuit ruled in
     favor of the  company.  It is unknown whether  the government will pursue
     any further appeal; however, the company intends  to pursue a full refund
     of  the amounts  paid.  Accordingly,  no provision  has been  made in the
     company's consolidated financial statements related to this contingency.

     In  recent years,  various life  insurance companies  have been  named as
     defendants in  class action lawsuits  relating to life  insurance pricing
     and  sales practices, and  a number  of these  lawsuits have  resulted in
     substantial settlements.  Certain  of American General's subsidiaries are
     defendants  in such  purported class  action lawsuits  filed in  1996 and
     1997, asserting claims  related to  pricing and sales  practices.   These
     claims  are being  defended vigorously  by the  subsidiaries.   Given the
     uncertain nature of litigation  and the early stages of  this litigation,
     the outcome  of these actions cannot be predicted at this time.  American
     General  nevertheless  believes that  the  ultimate outcome  of  all such
     pending  litigation should not have a material adverse effect on American
     General's consolidated  financial position; however, it  is possible that
     settlements or adverse determinations in one  or more of these actions or
     other future proceedings could have a material adverse effect on American
     General's  consolidated results  of operations  for a  given period.   No
     provision has been made in the  consolidated financial statements related
     to this pending litigation because the amount of loss, if any, from these
     actions cannot be reasonably estimated at this time.

     The company is a party to various other lawsuits  and proceedings arising
     in  the  ordinary  course  of  business.    Many  of  these  lawsuits and
     proceedings arise  in jurisdictions, such as Alabama,  that permit damage
     awards disproportionate to the  actual economic damages incurred.   Based
     upon information presently available, the company believes that the total
     amounts that will ultimately be paid, if any, arising from these lawsuits
     and proceedings will not have a material adverse effect on  the company's
     consolidated results of  operations and financial position.   However, it
     should  be noted  that the  frequency of  large damage  awards, including
     large punitive damage  awards, that bear little or no  relation to actual
     economic  damages incurred  by plaintiffs  in jurisdictions  like Alabama
     continues to  increase and  creates  the potential  for an  unpredictable
     judgment in any given suit.

                                                 -13-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 1.  Financial Statements (continued).

9.   Status of Federal  Tax Return Examinations.  The company and the majority
     of its subsidiaries  file a consolidated federal income tax  return.  The
     IRS is currently  examining the  company's tax returns  for 1988  through
     1992.   The  1988 tax  year has  been settled with  the exception  of two
     issues which may  be pursued in the  United States Tax Court.   One issue
     from tax returns  prior to 1988  has been the  subject of litigation,  as
     described in Note 8.  In addition, certain of the tax returns of recently
     acquired companies are also  being examined.  Although the  final outcome
     of  these  examinations is  uncertain,  the  company  believes  that  the
     ultimate liability, including interest,  will not exceed amounts recorded
     in the consolidated financial statements.





Item 2.   Management's  Discussion and  Analysis  of  Financial Condition  and
          Results of Operations.

This  item presents  specific comments  on material  changes to  the company's
consolidated results  of operations, capital resources, and  liquidity for the
periods  reflected in the interim financial statements filed with this report.

This  analysis should be read  in conjunction with  the consolidated financial
statements and related notes on pages 2 through 11 of this Quarterly Report on
Form 10-Q.


                         SIGNIFICANT CORPORATE EVENTS

Home  Beneficial Life Acquisition.   On April  16, 1997,  the company acquired
Home Beneficial Life for $665 million, consisting of $283 million cash and 9.5
million  shares of  American  General  common  stock.    The  acquisition  was
accounted  for using  the  purchase method  and,  accordingly, Life  Insurance
segment results for the six  months and quarter ended June 30,  1997 presented
herein include Home Beneficial Life's results from the date of acquisition.














                                                 -14-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

Share Repurchase.   On April 15, 1997, American General  purchased 6.4 million
shares of its  common stock  in an accelerated  share repurchase  transaction.
The shares were purchased from an  investment bank for $234 million based upon
the April  14, 1997  closing price of  $36.50 per share,  subject to  a market
price adjustment  provision.   The  final purchase  price  is expected  to  be
determined during third quarter 1997, and  settled in either cash or shares of
American General common stock at the  company's option in fourth quarter 1997.
The settlement cost,  currently estimated  at $88 million,  will increase  the
cost of treasury stock as of the  date the final purchase price is determined.
This transaction,  combined  with 3.0  million  shares repurchased  since  the
announcement  of the definitive agreement to acquire Home Beneficial Life, has
the effect of repurchasing substantially all  of the shares issued in the Home
Beneficial Life acquisition.

USLIFE Acquisition.  On June 17, 1997, American General completed its  largest
acquisition,  the $1.8 billion merger  of USLIFE in  an all-stock transaction.
American General issued 39.0  million shares of common stock, or 1.1069 shares
in exchange for each USLIFE  common share.  The merger was accounted  for on a
pooling of  interests basis and, accordingly,  American General's consolidated
financial statements  for prior periods presented in  this Form 10-Q have been
restated  to present the combined operations of American General and USLIFE as
if the acquisition had been in effect for all periods presented.

Life Insurance  Divisional Realignment.   Following completion  of the  USLIFE
merger,  the company realigned its  Life Insurance segment  into two divisions
based on distribution  systems and market  focus.  The  new divisions are  the
Independent  Producer division and the Career Agency division.  The divisional
structure  is designed to  support the company's  expanded distribution system
while  achieving operating  efficiencies,  improved product  development,  and
enhanced customer service.

Merger-Related Costs.  In conjunction with the USLIFE acquisition and the Life
Insurance  segment divisional  realignment, the  company recorded  an aftertax
charge of $247 million in second quarter 1997, consisting of the following:

     (In millions)                           Pretax     Aftertax

     Change in control costs                  $179        $155
     Transaction costs                          22          22
     Restructuring costs                        71          46
     Deferred tax asset valuation
      allowance                                  -          24
        Total                                 $272        $247






                                                 -15-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

Change  in  control  costs  consist primarily  of  severance  and supplemental
retirement plan payments  to USLIFE executives,  payable under various  USLIFE
plans in  effect prior to the merger.  A substantial portion of these payments
are considered  excess parachute  payments for tax  purposes and  are not  tax
deductible by the company.

Transaction  costs   include  expenses  for  investment   bankers,  attorneys,
accountants, and proxy printing costs.

Restructuring costs  consist  primarily of  severance and  the elimination  of
redundant  facilities  in  connection  with  the  merger  and  the  concurrent
development of a divisional  structure (the Independent Producer division  and
the  Career  Agency division)  within the  Life Insurance  segment.   This new
divisional structure will utilize  shared products and administrative services
in the  Independent Producer division  while retaining the  distinct marketing
attributes of individual  subsidiaries.   Severance and related  costs of  $34
million  relate to the elimination  of approximately 1,200 positions beginning
in third  quarter 1997.   The  positions to be  eliminated relate  to USLIFE's
corporate operations  and  to administrative  service functions  that will  be
centralized within the Independent Producer division.  Costs of $37 million to
eliminate  redundant facilities  relate  to contractual  payments under  lease
obligations for facilities to be vacated, primarily those utilized by USLIFE's
corporate operations, and  the write-off of  mainframe computer equipment  and
related  software  at  various  locations  that  will  be  centralized.    The
integration of  USLIFE is expected  to be completed  within twelve  months and
should  result in  a  reduction in  operating  expenses of  approximately  $50
million.

A  valuation allowance  for the  deferred tax  asset related  to a  portion of
USLIFE's net  operating  loss carryforward  was required  as a  result of  the
USLIFE  acquisition in second  quarter 1997 since  it is more  likely than not
that some portion of the deferred tax asset will not be realized.

Disposition  of  Non-Strategic Assets.   On  July  10, 1997,  American General
announced   the  disposition   of  certain   non-strategic  assets   including
underperforming credit  card and private label  finance receivable portfolios,
its  land development business, and  a small Canadian  life insurance company.
In conjunction  with the sale or  planned sale of  these non-strategic assets,
the company recorded an aftertax charge of $73 million in second quarter 1997.

Settlement of Litigation.  In June 1997, the company agreed to a settlement of
approximately $50 million as final resolution of a lawsuit with an outstanding
judgment  of $176  million plus  post-judgment interest of  10% from  July 16,
1993.   As a  result, the company  recorded a  $33 million aftertax  charge in
second quarter 1997.




                                                 -16-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).


                      CONSOLIDATED RESULTS OF OPERATIONS

                                 Six Months Ended         Quarter Ended 
(In millions,                        June 30,               June 30,      
except share data)               1997         1996      1997         1996 

Net income (loss)               $   86       $  359    $ (124)      $  163
Net income (loss) per share        .36         1.44      (.49)         .65

Net income (loss) for the quarter and six months ended June 30, 1997 reflected
aftertax non-recurring charges totaling  $353 million ($1.41 per share).   The
charges  included merger-related costs of $247 million in conjunction with the
USLIFE acquisition and the Life Insurance  segment divisional realignment, $73
million  in losses  on non-strategic  assets sold  or held  for sale,  and $33
million for  settlement of pending litigation  by a real  estate subsidiary of
American General.

Net income  for the prior year's  quarter and six  months ended June  30, 1996
reflected a $32 million ($.13 per share) aftertax charge to  recognize revised
assumptions reflecting  current experience  on USLIFE's  traditional indemnity
group major medical business.

Excluding the non-recurring charges in 1997 and 1996, net income increased $48
million,  or 12%, and $34 million, or 17%, for the first six months and second
quarter of 1997, respectively, compared to the same periods in 1996, primarily
due to improved business segment  earnings in both periods and  realized gains
from the sale of invested assets in second quarter 1997.


                               BUSINESS SEGMENTS

The company reports  its business operations in three segments.  To facilitate
meaningful period-to-period  comparisons,  earnings of  each business  segment
include earnings from its  business operations and earnings on that  amount of
equity  considered necessary to support its business, and exclude net realized
investment gains (losses) and other non-recurring items.












                                                 -17-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

Segment earnings were as follows:

                                    Six Months Ended       Quarter Ended 
                                        June 30,              June 30,    
(In millions)                       1997        1996      1997        1996
 
Retirement Services                 $127        $118      $ 64        $ 58 
Life Insurance (a)                   285         267       143         140 
Consumer Finance (b)                  79          59        40          31 
 Segment earnings                   $491        $444      $247        $229 

(a)  Excludes aftertax charges of  $46 million for restructuring costs  in the
     1997 periods and $32  million for write-down of USLIFE group  business in
     the 1996 periods.

(b)  Excludes aftertax  losses on assets held  for sale of $27  million in the
     1997 periods.

A  discussion  of  each  segment's  results  follows.   The  reasons  for  any
significant variations  between the quarters ended June  30, 1997 and 1996 are
the same as those discussed below for the respective six month periods, unless
otherwise noted.

Retirement Services

The  Retirement  Services  segment  offers retirement  products  and  planning
services  to employees of educational,  health care, public  sector, and other
not-for-profit  organizations.  Asset  growth through  sales and  deposits, as
well as management of the investment spread and operating expenses, contribute
to the segment's profitability.  Segment results were as follows:

                                 Six Months Ended         Quarter Ended
                                     June 30,                June 30,     
(In millions)                    1997        1996        1997       1996  

Segment earnings               $   127     $   118     $    64    $    58 
Assets
 Investments                    22,703      21,352      22,703     21,352 
 Separate Accounts               8,902       5,829       8,902      5,829 
Sales                              795         576         347        269 
Deposits
 Fixed                             844         811         419        384 
 Variable                          862         593         441        311 






                                                 -18-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

Segment earnings for the six  months ended June 30, 1997, compared to the same
period  of 1996,  increased 7%, primarily  due to  asset growth  over the past
twelve  months.    Asset  growth,  excluding  the  fair  value  adjustment  to
securities,  was $4.4 billion, or 16%, from June 30, 1996 to June 30, 1997 and
$2.6  billion, or  9%, from  December 31,  1996,  reflecting strong  sales, an
increase in total deposits, and market appreciation in Separate Accounts.

Sales for the six  months ended June 30, 1997 increased $219  million, or 38%,
compared to the same  period in 1996, primarily due to  increased sales of the
Portfolio  Director annuity product, which accounted for 72% of total deposits
for  the first  six months  of 1997  compared to  56%  in the  comparable 1996
period.   Variable deposits increased  45% for the  six months ended  June 30,
1997,  compared to  the same  period in  1996, as  a result  of policyholders'
demand  for equity  investments  due to  the strong  performance of  the stock
market.    The segment's  Separate Account  assets,  which relate  to variable
account options,  increased $3.1 billion from  June 30, 1996 to  June 30, 1997
and  $1.8 billion from December 31, 1996,  reflecting both the increased sales
and the strong market appreciation.

Investment results and crediting rates on fixed accounts were as follows:

                                   Six Months Ended        Quarter Ended
                                       June 30,               June 30,    
($ in millions)                     1997       1996        1997      1996 

Net investment income              $ 845      $ 822       $ 425     $ 411 
Investment yield                    7.91%      8.08%       7.89%     8.05%
Average crediting rate              6.13       6.24        6.09      6.22 
Investment spread on
 fixed accounts                     1.78       1.84        1.80      1.83 

Net investment income, the primary component of revenues, increased 3% for the
first  six months  of 1997  compared to  the same  period of  1996, reflecting
growth in invested assets, partially offset by a decrease in investment yield.
Investment yield for  the six months  ended June 30,  1997 decreased 17  basis
points  compared to  the same period  in 1996.   In response  to the declining
yield, the company  adjusted the  rates credited to  its policyholders  during
1997.  As a  result, the investment spread  on fixed accounts declined  only 6
basis  points in comparison to the first six months of 1996 and 3 basis points
for second quarter 1997 compared to second quarter 1996.

The rate of  policyholder surrenders of  fixed accounts was  5.39% of  average
reserves for  the first  six months  of 1997  compared to  5.31% for  the same
period in 1996.   The surrender rate  for second quarter 1997 of  5.05% was an
improvement over both the first quarter  1997 and second quarter 1996 rates of
5.74% and 5.18%, respectively.



                                                 -19-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

The  ratio of operating  expenses to average  assets improved to  .48% for the
first half of 1997 from .51% for the same period of 1996 due to an increase in
average  assets,  which more  than offset  an  increase in  operating expenses
primarily related to data processing expenses.

Life Insurance

The Life  Insurance segment  provides traditional and  interest-sensitive life
insurance  and annuities to three  defined markets, based  on household income
and  product needs.  In second quarter 1997,  the segment was aligned into two
divisions, the  Independent Producer division and the  Career Agency division,
based  on  distribution  system and  market  focus.    Recent acquisitions  of
companies  that complement  the  segment's existing  markets and  distribution
systems have contributed to  growth and profitability.   Segment profitability
is  a  function  of  premiums,  investment  spread,  mortality, and  operating
expenses.  Segment results were as follows:

                            Six Months Ended           Quarter Ended 
                                June 30,                  June 30,       
(In millions)              1997          1996        1997          1996  

Segment earnings *       $    285      $    267    $    143      $    140
Premiums and other 
 considerations             1,490         1,467         760           754
Assets                     34,087        32,074      34,087        32,074
Net investment income       1,034         1,000         524           508

   * Excludes aftertax charges of  $46 million for restructuring costs  in the
     1997 periods and  $32 million for write-down of USLIFE  group business in
     the 1996 periods.

Segment earnings for the first six months of 1997 increased 7% compared to the
same  period of  1996  and increased  2%  for the  comparable  quarter-to-date
periods.   The increase  was due to  additional earnings in  the Career Agency
division, generated by the acquisition of Home Beneficial Life (acquired April
16, 1997)  and Independent Life  (acquired February 29,  1996), and  growth in
policyholder funds through increased life  insurance sales in the  Independent
Producer division.  The earnings from acquisitions and growth, which increased
premiums  and  net  investment   income,  were  partially  offset  by   higher
amortization of deferred  policy acquisition  costs related to  growth in  the
interest-sensitive life insurance business.

Asset  growth, excluding  the fair  value adjustment  to securities,  was $1.7
billion, or 5%, from June  30, 1996 to June 30, 1997 and $1.4  billion, or 4%,
from December  31, 1996, primarily due  to the acquisition of  Home Beneficial
Life, increased sales, and additional deposits.



                                                 -20-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

Net investment income increased $34  million for the first six months  of 1997
compared to the same period in 1996, primarily due to growth in average assets
including Home Beneficial Life.   Year-to-date investment yields decreased  in
both  divisions, primarily  due  to lower  interest  rates on  new  investment
purchases.

Information regarding sales and deposits was as follows:

                              Six Months Ended        Quarter Ended
                                  June 30,               June 30,    
(In millions)                  1997      1996         1997      1996 

Life Insurance
 Sales                        $  257    $  240       $  141    $  126
 Deposits                        565       531          284       264
Annuities
 Sales                           194       202           98        99
 Deposits                        251       242          117       124

Life insurance  sales and deposits for  the first six months  of 1997 exceeded
comparable 1996  amounts by 7%, due  to a number of  new marketing initiatives
and the acquisition of Home Beneficial Life.  Annuity sales for the six months
ended  June 30, 1997 were 4% below  comparable prior year sales, primarily due
to  increasingly competitive  market  conditions.   Annuity deposits  for such
periods increased 4% primarily due to increased structured settlement sales.

Death  claims, included in insurance  and annuity benefits,  increased 4% from
1996 to 1997, primarily due  to the acquisitions of Independent Life  and Home
Beneficial Life.  Death claims per $1,000 of in force were $3.37 for the first
six months of  1997 compared to $3.38  for the same period in  1996.  Overall,
mortality experience was within product pricing assumptions.

The ratio of operating expenses to  direct premiums and deposits increased  to
16.49% for  the first  six months  of 1997, compared  to 15.73%  for the  same
period in 1996.  The increase was  primarily due to Home Beneficial Life's and
Independent  Life's expense ratios exceeding those of the company's other life
insurance subsidiaries.  While  anticipated expense savings from consolidation
of  these acquired  companies'  operations  are  proceeding as  expected,  the
expense  savings have  not been  fully  realized to  date.   In addition,  the
segment experienced  higher technology  and marketing  expenses.   The expense
ratios for second quarter 1997  declined slightly compared to the same  period
of  1996,  due to  expense  reductions at  Independent  Life  and higher  life
insurance deposits.






                                                 -21-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

Consumer Finance

The Consumer Finance segment provides consumer and home equity loans and other
credit-related products.  Segment results are influenced by the amount and mix
of  finance  receivables,  credit   quality,  borrowing  cost,  and  operating
expenses.  Segment results were as follows:

                                Six Months Ended         Quarter Ended
                                    June 30,               June 30,       
($ in millions)                  1997       1996       1997         1996  

Segment earnings *              $   79     $   59     $   40       $   31  
Finance receivables              7,407      8,053      7,407        8,053  
Yield on finance receivables     17.02%     18.13%     16.95%       18.13% 
Borrowing cost                    6.76       6.91       6.82         6.89  
Spread                           10.26      11.22      10.13        11.24  

   * Excludes aftertax  losses on assets held  for sale of $27  million in the
     1997 periods.

Segment  earnings  were  above  prior  period  levels,  primarily  due  to  an
improvement in credit quality during the first half of 1997.  Segment earnings
for the six months ended June 30, 1997 increased $20 million, or 34%, compared
to the same period of 1996.  For second quarter 1997, segment earnings were up
$9 million, or 31%, compared to second quarter 1996.

The  company's   strategy  in  prior  years   of  emphasizing  higher-yielding
receivables, with  higher  credit risk,  resulted in  higher than  anticipated
levels of delinquencies and charge offs beginning in third quarter  1995.  The
company responded by initiating  an action program to improve  credit quality,
beginning  with a comprehensive review  of the consumer  finance operations in
fourth  quarter 1995.   This review indicated  a need  for an increase  in the
allowance  for  losses on  finance  receivables.   As  a  result, the  company
increased the allowance $216 million ($140 million aftertax) in fourth quarter
1995.

Other  components   of  the  action  program   included  raising  underwriting
standards,  slowing  branch  expansion,  increasing  collection  efforts,  and
rebalancing  the finance  receivable portfolio  to increase the  proportion of
real estate-secured  receivables.   During the  last six  months of  1996, the
company purchased real estate-secured receivables totaling $553 million, which
increased  the  proportion of  these  receivables to  52%  at  June 30,  1997,
compared to 39% at June 30, 1996.






                                                 -22-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

Total finance receivables  decreased $218  million from December  31, 1996  to
June 30, 1997 and $646 million during  the twelve months ended June 30,  1997.
All  lines of  receivables,  except for  real  estate-secured consumer  loans,
decreased compared to December 31, 1996 and June 30, 1996.  The decreases were
due  to management's  action  program  to  improve  credit  quality,  and  the
reclassification  of certain finance receivable portfolios  to assets held for
sale  in December 1996.   These portfolios  consisted of $520  million of bank
credit  card receivables and $355 million of private label finance receivables
at  December 31,  1996.   The  company recognized  an aftertax  charge of  $93
million in fourth quarter 1996 related to the assets held for  sale.  In April
1997, the company  repurchased $100 million of  private label and  credit card
receivables that  previously had been sold through securitization, and offered
$70  million  of that  portfolio  for sale  with the  company's  other finance
receivables held for sale.

In  June 1997,  the company  sold all  of  the assets  held for  sale (with  a
remaining balance  of $658  million) and  $81 million  of other private  label
finance receivables.   In  connection with  these sales,  the company  took an
aftertax charge of $27 million  in second quarter 1997.  This  additional loss
primarily resulted from establishing a liability for estimated future payments
to the purchaser  of the credit card portfolio under  a five-year loss sharing
arrangement.

Finance charge revenues decreased $99 million for the first six months of 1997
and $48 million for the  second quarter of 1997, compared to  the same periods
in  1996, due  to lower average  receivables, combined  with a  decline in the
yield on finance receivables.

The  yield on finance receivables declined 111  basis points for the first six
months of 1997 and  declined 118 basis points for the  second quarter of 1997,
compared  to the same  periods in 1996.   The yield  decline resulted from the
change  in the  portfolio mix  to a higher  proportion of  real estate-secured
loans,  which generally have lower  yields, partially offset  by the decreased
proportion of  non-accrual delinquent  finance receivables during  1997.   The
spread between yield  and borrowing  cost decreased  96 basis  points and  111
basis points for  the first six months of 1997 and the second quarter of 1997,
respectively, compared to  the same periods of 1996.   These declines resulted
from a decrease in yield, partially offset by lower borrowing costs.











                                                 -23-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

Charge  offs, delinquencies, and  the allowance for  finance receivable losses
were as follows:

                                   Six Months Ended        Quarter Ended
                                       June 30,              June 30,      
($ in millions)                     1997       1996       1997       1996  

Charge offs                        $ 141      $ 221      $  68      $ 107 
  % of average finance 
   receivables                      3.76%      5.41%      3.68%      5.33%

                                       June 30,      
                                    1997       1996  
Delinquencies                      $ 300      $ 350 
  % of finance receivables          3.73%      3.99%

Allowance for finance 
 receivable losses                 $ 385      $ 482 
  % of finance receivables          5.20%      5.99%

The charge off, delinquency, and allowance ratios decreased for the six months
ended June  30, 1997  compared to the  same period in  1996, primarily  due to
improved  credit quality related to  the increased proportion  of real estate-
secured  receivables  and  the  reclassification and  sale  of  non-strategic,
underperforming finance receivable portfolios.   Excluding the portfolios held
for  sale,  the charge  off  and  delinquency  ratios were  4.61%  and  3.77%,
respectively, for the six months ended June 30, 1996.

The delinquency  ratio decreased 10  basis points  from 3.83% at  December 31,
1996,  to  3.73%  at  June 30,  1997.    Excluding  the  receivable portfolios
reclassified  to assets  held for sale,  the charge  off ratio  decreased from
5.03% for fourth quarter  1996 and 3.83% for  first quarter 1997 to 3.68%  for
second quarter  1997.   These decreases resulted  from the positive  impact of
management's  action program to improve  credit quality.   The allowance ratio
increased 2 basis points from 5.18% at December 31, 1996 to 5.20% at  June 30,
1997 due to  a decrease in average finance receivables,  partially offset by a
$10 million decrease in  the allowance for  finance receivable losses in  1997
resulting from improved credit quality of the receivables portfolio.

Operating expenses  decreased $27 million,  or 11%,  for the six  months ended
June  30, 1997,  compared to  the same  period in  1996.   As a  percentage of
average finance receivables, operating  expenses were 6.06% and 6.29%  for the
six  months  ended June  30, 1997  and 1996,  respectively.   The  decrease in
operating  expenses was primarily due  to exclusion of  the operating expenses
associated with servicing  the portfolios held for  sale, decreased collection
expenses, and lower expenses due to workforce reduction, partially offset by a
decrease in deferral of finance receivable origination costs.


                                                 -24-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).


                                  INVESTMENTS

Invested assets consist primarily of fixed maturity securities, mortgage loans
on real estate, policy loans, and investment real estate.  The company reviews
invested assets on  a regular  basis and records  write-downs for declines  in
fair value below cost that are considered other than temporary.

Fair Value  of Securities  (SFAS 115).   The components  of the  adjustment to
report securities  at fair value at June  30, 1997 and December  31, 1996, and
the change, were as follows:

                                      June 30,     December 31,
(In millions)                           1997           1996        Change 

Fair value adjustment to securities   $ 1,333        $ 1,514      $  (181)
Adjusted by:
  Decrease in DPAC/CIP                   (510)          (598)          88 
  Increase in deferred income taxes      (301)          (348)          47 
Equity in WNC's unrealized gains           11             59          (48)
Net unrealized gains on securities    $   533        $   627      $   (94)

Accounting  rules do  not permit  adjustment to  fair value  of the  insurance
liabilities  supported by  these  securities, thereby  creating volatility  in
shareholders' equity  as interest rates  change.  Care should  be exercised in
drawing conclusions based  on balance  sheet amounts that  are only  partially
adjusted to fair value.

Fixed  Maturity  Securities.   Fixed  maturity securities  represented  87% of
invested  assets at June  30, 1997.  Information  regarding the fixed maturity
securities portfolio, which included bonds and redeemable preferred stocks, at
June 30, 1997 was as follows:

                                   June 30,                 Average Credit
(In millions)                        1997           %           Rating    

Investment grade                    $34,869         76%          A   
Mortgage-backed                       9,308         20           AAA 
Below investment grade                1,808          4           BB- 
 Total fixed maturities             $45,985        100%          A+  









                                                 -25-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

Mortgage-backed  securities (MBSs),  consisting principally  of collateralized
mortgage  obligations,   are  purchased   to  diversify  the   portfolio  risk
characteristics from  primarily corporate credit  risk to a mix  of credit and
cash flow risk.  MBSs represented 20%  and 24% of fixed maturity securities at
June 30, 1997 and December  31, 1996, respectively.  The  reduction represents
the company's actions to reduce its exposure to cash flow risk associated with
these investments.

Below investment grade fixed maturity securities, those rated below BBB-, were
$1.8 billion  at June 30, 1997 and  $1.7 billion at December  31, 1996.  These
investments  represented 4% of total fixed maturity securities at both balance
sheet dates.  Net investment income from below investment grade fixed maturity
securities, including  realized investment gains  and losses, was  $58 million
and $53 million for the first six months of 1997 and 1996, respectively.

Non-performing  fixed maturity  securities,  defined as  securities for  which
payment  of interest  is  sufficiently uncertain  as  to preclude  accrual  of
interest, represented less  than .01%  of total fixed  maturity securities  at
June 30, 1997 and December 31, 1996.

Mortgage  Loans.   Mortgage loans  on real estate  represented 6%  of invested
assets at June 30, 1997.  Information regarding the mortgage loan portfolio at
June 30, 1997 was as follows:

                                  June 30,      Non-Performing Loans
(In millions)                       1997           Amount        % 

Commercial loans                   $ 3,460         $ 184        5.3%
Allowance for losses                   (71)          (30)
  Total mortgage loans             $ 3,389         $ 154 

Non-performing mortgage loans  include loans  delinquent 60 days  or more  and
commercial  loans that  have  been restructured  and are  currently performing
under the  modified terms.  These  loans represented 5.3% of  total commercial
loans at June 30, 1997, compared to 5.1% at December 31, 1996.

At June 30, 1997,  $197 million of  performing commercial mortgage loans  were
included on the company's watch list because they were either delinquent 30-59
days, the borrower was in bankruptcy, or the loan was determined to be  under-
collateralized.   This amount compares to  $282 million at December  31, 1996.
The decrease in the watch list  amount was primarily due to loans that  are no
longer undercollaterized or were reinstated, refinanced, or repaid.  While the
watch list  loans may  be predictive  of  higher non-performing  loans in  the
future,  the company does not  anticipate a significant  effect on operations,
liquidity, or capital from these loans.




                                                 -26-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

Realized Investment Gains (Losses). Realized investment gains (losses) were as
follows:

                                                    Six Months Ended
                                                        June 30,     
(In millions)                                        1997       1996 

Sales
  Fixed maturity securities                         $ (14)      $(16)
  Equity securities                                     4         40
  Real estate and other long-term investments          19          8
Write-downs/reserve changes                             6         (3)
Other                                                  (1)         2
  Total realized investment gains (losses)          $  14       $ 31

The  1997 write-downs/reserve changes resulted from the reversal of allowances
on  mortgage  loans  due   to  improved  credit  quality.    The  1996  write-
downs/reserve changes related to fixed maturity securities and mortgage loans.

Investment Real Estate.   Investment real estate consists of  land development
projects,  income-producing  real  estate,  foreclosed real  estate,  and  the
American General  Center, an office  complex in  Houston.  In  June 1997,  the
company  signed a  definitive  agreement  to sell  the  majority  of its  land
development  projects; the  sale is  expected  to close  in August  1997.   In
conjunction   with  the  sale  of  these  non-strategic  assets,  the  company
recognized  an aftertax loss of  approximately $45 million, including expenses
associated with the sale, in second quarter 1997.


                               CAPITAL RESOURCES

Corporate  Debt.  Corporate debt  is incurred primarily  to fund acquisitions,
share repurchases, and capital needs of subsidiaries. Corporate debt increased
$136  million from December  31, 1996  to June 30,  1997, primarily  due to an
increase  in borrowings to fund repurchases of American General's common stock
and the Home Beneficial Life acquisition, partially offset by the net proceeds
from the March 1997 issuance of 8-1/8% preferred securities.

Interest expense  on corporate debt decreased  $4 million, or 3%,  for the six
months ended June 30, 1997  compared to the same period in 1996.  The decrease
relates to lower average short-term borrowings from the use of the proceeds of
preferred securities  issued in December 1996 and  March 1997 to reduce short-
term debt.






                                                 -27-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

The ratio  of corporate debt  to corporate  capital (excluding the  fair value
adjustment to  securities) was 22.0% at  June 30, 1997 and  December 31, 1996.
Management expects to maintain the ratio  at or below 25% during the remainder
of 1997.

Consumer Finance Debt.   The  capital of American  General's Consumer  Finance
segment  varies directly with  the amount of  finance receivables outstanding.
The  mix of capital between debt and  equity is based primarily on maintaining
leverage  at a level that  supports cost-effective funding.   Consumer finance
debt decreased $896 million from December 31, 1996 to June 30, 1997, primarily
due to the decline in finance  receivables and management's actions to  return
the Consumer Finance segment's debt to  tangible net worth ratio to the target
level of 7.5 to 1.

Interest expense on Consumer  Finance debt decreased  $21 million, or 9%,  for
the six  months ended  June 30,  1997 compared  to  the same  period in  1996,
primarily  due to the reclassification of interest  expense to assets held for
sale.

Redeemable Equity.  Redeemable equity increased $498 million from December 31,
1996  to June 30,  1997, due  to the March  1997 issuance  of 8-1/8% preferred
securities.  Net  proceeds from this issuance  were used to  reduce short-term
debt.

Shareholders' Equity.   Shareholders'  equity decreased from  $6.8 billion  at
December 31,  1996 to $6.7 billion at June 30,  1997, primarily due to the $94
million decrease in net unrealized gains on securities.

Due to the requirements of certain accounting rules, shareholders' equity will
be subject to future volatility from the effects of interest rate fluctuations
on the fair value of  securities (see "Investments - Fair Value  of Securities
(SFAS 115)" on page 22).

Rating  Agencies.  As a result of the acquisition of USLIFE, Standard & Poor's
(S&P), Duff  & Phelps (D&P), Moody's,  and A.M. Best conducted  reviews of the
debt,  preferred securities,  and  claims-paying ability  ratings of  American
General and its subsidiaries.  Based on these reviews, several ratings changed
and all ratings were subsequently removed from review by the rating agencies.











                                                 -28-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

As of August 12, 1997, the ratings were as follows:

                                        S&P     D&P    Moody's   A.M. Best
Debt and preferred securities
 ratings:
  American General Corporation
   Commercial paper                    A-1+    D-1+      P-1
   Long-term debt                      AA-     AA-       A2
   Preferred securities                A+      A         a2

  American General Finance 
   Corporation
    Commercial paper                   A-1     D-1+      P-1
    Long-term debt                     A+      A+        A2

Claims-paying ability ratings:
  All American Life                    AA+               Aa3        A+
  American General Life and Accident   AA+     AAA                  A++
  American General Life                AA+     AAA       Aa3        A++
  Franklin Life                        AA+     AAA       Aa3        A++
  Old Line Life                        AA+               Aa3        A+
  United States Life                   AA+               Aa3        A+
  VALIC                                AA+     AAA       Aa2        A++


                                   LIQUIDITY

Management believes that the  overall sources of cash and  liquidity available
to  the company  will continue  to be  sufficient to  satisfy its  foreseeable
financial obligations.

Dividends from subsidiaries  are one of  the primary sources  of cash for  the
parent  company's operating requirements and are used to fund debt repayments,
dividends to shareholders, acquisitions, and repurchases of American General's
common stock.   American  General's insurance  subsidiaries are restricted  by
state insurance laws as to the amounts they may pay as dividends without prior
notice to,  or  in some  cases  prior approval  from,  their respective  state
insurance departments.    Certain  non-insurance  subsidiaries  are  similarly
restricted  by  long-term  debt  agreements.    These  restrictions  have  not
affected, and  are not expected to affect, the  ability of the company to meet
its cash obligations.








                                                 -29-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

Parent Company Cash Flows
                                                   Six Months Ended 
                                                       June 30,      
(In millions)                                      1997        1996  

Net cash provided by operating activities         $  251      $  187 
Dividends paid by Life Insurance and
 Retirement Services segments                        210         163 
Dividends paid by Consumer Finance segment           106          57 

Net cash provided by operating activities increased in the first  half of 1997
compared  to the  same  period in  1996  primarily due  to  dividends paid  to
American General  by its subsidiaries.   During the first six  months of 1997,
the Life Insurance and Retirement Services segments paid $353  million of cash
dividends  to  subsidiaries of  American General,  of  which $210  million was
dividended to the parent company.

Segment Cash Flows
                                                   Six Months Ended 
                                                       June 30,      
(In millions)                                      1997        1996  

Life Insurance and Retirement Services
 Net cash provided by operating activities        $1,021      $  927   
 Net cash provided by policyholder
   account deposits, net of withdrawals
    Fixed                                            142         103   
    Variable                                         911         908   
Consumer Finance
 Net cash provided by operating activities           283         335   

Net  cash  flows  generated by  the  Life  Insurance  and Retirement  Services
segments include cash provided by operating activities and  fixed policyholder
account deposits,  net of withdrawals.   Cash flows from these  sources in the
first half of 1997 compared to 1996 increased by $133 million due to increases
in premiums and net investment income.  These increases  were partially offset
by an increase in operating expenses due to the addition of Independent Life's
and  Home  Beneficial Life's  operating expenses  in  1997.   Variable account
deposits  (including  transfers  from  fixed accounts),  net  of  withdrawals,
increased $3 million  in the first six  months of 1997  compared to the  prior
year period.   These net deposits,  which relate to Separate  Accounts and are
excluded from  the company's consolidated  condensed statement of  cash flows,
were relatively  flat due to an increase in variable deposits of $269 million,
offset  by  an increase  in  withdrawals  of $78  million  and  a decrease  in
transfers from fixed accounts of $188 million.




                                                 -30-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).

The Consumer Finance segment's cash provided by operating activities decreased
$52 million in the  first six months of 1997 compared to  the first six months
of 1996 primarily  due to  decreased finance charge  revenues attributable  to
lower average net receivables.

Consolidated  Operating Activities.  Net cash  flows from operating activities
on a  consolidated basis decreased $186  million in the six  months ended June
30, 1997 compared to the same period in 1996.  This decrease primarily related
to the payment of change in  control costs by an intermediate holding company,
partially offset by the increases in parent company and segment operating cash
flows discussed above.

Investing  Activities.   Cash flows  related to  investing activities  were as
follows:
                                                       Calls, Maturities,
                                    Purchases              and Sales     
                                 Six Months Ended       Six Months Ended
(In millions)                        June 30,               June 30,     
                                 1997        1996       1997        1996 
Fixed maturity securities       $6,728      $5,049     $5,848      $4,317 
Mortgage loans                     198         237        433         224 
Equity securities                    2           1         65         145 
Other                               41          54        143          81 
  Total                         $6,969      $5,341     $6,489      $4,767 

Credit  Facilities.   American  General and  certain  of its  subsidiaries use
commercial  paper to  meet short-term  funding requirements.   Unsecured  bank
credit facilities are used  to support commercial paper  borrowings.  At  June
30, 1997, committed credit facilities totaled  $3.8 billion, and there were no
borrowings under these facilities.



















                                                 -31-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 2.   Management's  Discussion  and  Analysis of  Financial  Condition and
          Results of Operations (continued).


                          FORWARD-LOOKING STATEMENTS

The statements contained in this  filing on Form 10-Q that are  not historical
facts  are  forward-looking  statements  within  the meaning  of  the  Private
Securities Litigation Reform Act.   Actual results may differ  materially from
those  included  in the  forward-looking  statements.   These  forward-looking
statements  involve risks and uncertainties including, but not limited to, the
following:  changes in general  economic conditions, including the performance
of  financial markets, interest rates, and the level of personal bankruptcies;
customer  responsiveness  to  both  new products  and  distribution  channels;
competitive, regulatory, or tax changes that  affect the cost of or demand for
the company's products; adverse litigation  results; and the company's failure
to achieve anticipated levels of earnings  or operational efficiencies related
to recently acquired companies, as well as other cost-saving initiatives.  The
Consumer  Finance segment's future results also could be adversely affected if
finance  receivable  delinquencies and  net charge  offs  increase or  fail to
achieve levels anticipated by management, despite the company's initiatives to
improve credit  quality.   Investors  are  also directed  to other  risks  and
uncertainties  discussed in documents filed by the company with the Securities
and Exchange Commission.




























                                                 -32-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





                          PART II.  OTHER INFORMATION

Item 1. Legal Proceedings.

As reported initially in the company's Report on Form 8-K  dated March 5, 1993
and  in subsequent reports, two  real estate subsidiaries  of American General
were defendants  in  a lawsuit,  Avia  Development Group  et  al. v.  American
General  Realty Investment Corp., et al. (filed  in the 61st District Court of
Harris County, Texas, September  23, 1991), that alleged damages based on lost
profits  and related  claims  arising from  certain  loans and  joint  venture
contracts.  On July 16, 1993, a judgment was entered  against the subsidiaries
for $47  million in  compensatory  damages and  for $189  million in  punitive
damages.   On September 17,  1993, a  Texas state district  court reduced  the
previously awarded punitive  damages by  $60 million, resulting  in a  reduced
judgment in the amount of $176 million plus post-judgment interest of 10% from
July 16, 1993.  On January 29, 1996, the Texas First Court of Appeals rendered
a decision  that affirmed the  trial court  judgment and  held both  companies
liable to pay the punitive damages.  Pursuant to court-ordered mediation,  the
parties have  agreed to a settlement  of approximately $50 million  as a final
resolution  of  this  lawsuit.   As  a  result, American  General  recorded an
aftertax charge of $33 million in second quarter 1997.

In  April 1992,  the IRS issued  Notices of  Deficiency for  the 1977-1981 tax
years of certain insurance subsidiaries.  The basis of the dispute was the tax
treatment of modified  coinsurance agreements.  The company elected to pay all
related assessments plus associated  interest, totaling $59 million.   A claim
for refund of tax and interest was disallowed by the IRS in January 1993.   In
June  1993, a representative  suit for refund  was filed in  the United States
Court of  Federal Claims (Gulf Life  Insurance Co. v. United  States, C.A. No.
93-404T).  In February 1996,  the court ruled in  favor of the company on  all
legal issues related to this contingency, and the judgment entered in favor of
the company for  the portion of the contingency related  to the representative
case was  appealed by  the government.   On July  9, 1997,  the U.S.  Court of
Appeals for the Federal Circuit ruled in favor of the company.   It is unknown
whether  the government will pursue  any further appeal;  however, the company
intends to pursue a full refund of the amounts paid.
















                                                 -33-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 1. Legal Proceedings (continued).

In  recent  years,  various  life  insurance  companies  have  been  named  as
defendants in class  action lawsuits  relating to life  insurance pricing  and
sales practices, and a  number of these lawsuits have resulted  in substantial
settlements.   Certain  of American  General's subsidiaries are  defendants in
such purported class action lawsuits filed in 1996 and 1997, asserting  claims
related  to pricing  and sales  practices.   These  claims are  being defended
vigorously by the subsidiaries.   Given the uncertain nature of litigation and
the early  stages of this litigation,  the outcome of these  actions cannot be
predicted  at  this time.   American  General  nevertheless believes  that the
ultimate outcome of  all such pending  litigation should not  have a  material
adverse effect on American General's consolidated financial position; however,
it is  possible that settlements or  adverse determinations in one  or more of
these actions or other future proceedings could have a material adverse effect
on American General's consolidated  results of operations for a  given period.
No provision has been made in the consolidated financial statements related to
this pending  litigation because the  amount of the  loss, if any,  from these
actions cannot be reasonably estimated at this time.

In  addition to  those lawsuits  or proceedings  disclosed herein  and in  the
company's 1996 Form 10-K, the company is a party to various other lawsuits and
proceedings  arising  in the  ordinary  course of  business.    Many of  these
lawsuits  and proceedings arise in jurisdictions, such as Alabama, that permit
damage awards disproportionate to the actual economic damages incurred.  Based
upon  information  presently available,  the company  believes that  the total
amounts that will ultimately be paid,  if any, arising from these lawsuits and
proceedings  will  not  have  a  material  adverse  effect  on  the  company's
consolidated results of operations and financial position.  However, it should
be noted that the frequency  of large damage awards, including  large punitive
damage awards,  that bear  little or  no relation  to actual economic  damages
incurred by plaintiffs in jurisdictions like Alabama continues to increase and
creates the potential for an unpredictable judgment in any given suit.



















                                                 -34-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 4.  Submission of Matters to a Vote of Security Holders

Annual Meeting.

On April 24, 1997,  American General held its annual meeting  of shareholders.
As of  that date, shareholders  of the company's  common and  preferred shares
outstanding were entitled to 202,956,489 votes.  At the meeting, the company's
shareholders voted on the following  matters:  (i) election of  ten directors,
constituting the company's entire board,  for one-year terms; (ii) approval of
the  American General  Corporation 1997  Stock and  Incentive Plan;  and (iii)
ratification of the appointment of  Ernst & Young LLP as independent  auditors
for 1997.  Each matter was approved  by the shareholders.  The votes cast for,
against, and abstentions as to each such matter were as follows:

                               Votes For      Votes Against     Abstentions

ELECTION OF DIRECTORS:

J. Evans Attwell              177,572,734       1,657,061            -    
Brady F. Carruth              178,070,315       1,159,480            -    
James S. D'Agostino Jr.       178,060,666       1,169,129            -    
W. Lipscomb Davis Jr.         178,081,554       1,148,241            -    
Robert M. Devlin              178,029,681       1,200,114            -    
Larry D. Horner               178,051,287       1,178,508            -    
Richard J. V. Johnson         178,075,722       1,154,073            -    
Jon P. Newton                 178,060,638       1,169,157            -    
Robert E. Smittcamp           178,088,317       1,141,478            -    
Anne M. Tatlock               178,055,365       1,174,430            -    

STOCK AND INCENTIVE PLAN:     171,157,624       6,820,664        1,251,507

INDEPENDENT AUDITORS:         178,573,414         211,440          444,941

A  more detailed description  of the matters  voted on by  shareholders of the
company  at this meeting is  included in the  definitive Proxy Statement dated
March 18, 1997 and incorporated herein by reference.
















                                                 -35-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





Item 4.  Submission of Matters to a Vote of Security Holders (continued).

Special Meeting.

On June 17, 1997, American General held a special meeting of shareholders.  As
of  that date,  shareholders  of the  company's  common and  preferred  shares
outstanding were entitled to 205,606,320 votes.  At the meeting, the company's
shareholders  voted in  favor  of  the proposal  to  approve the  issuance  of
American  General common stock (estimated to be  a minimum of approximately 39
million and a maximum of approximately  47 million shares) as consideration in
the acquisition of USLIFE.  The votes cast for, against,  and abstentions were
as follows:

                               Votes For      Votes Against     Abstentions

ISSUANCE OF STOCK:            159,832,158        754,466          703,565 

Additional  information concerning the matter  put forward at  this meeting is
included  in the  company's  Form  S-4 (File  No.  333-27361) filed  with  the
Securities and Exchange Commission  on May 19, 1997 and incorporated herein by
reference.   A  more  detailed  description of  the  transaction  voted on  by
shareholders  of the company  at this  meeting is  included in  the definitive
Joint  Proxy/Prospectus  dated  May  19,  1997  and  incorporated  herein   by
reference.


Item 6.  Exhibits and Reports on Form 8-K.

a.   Exhibits.

     Exhibit 11     Computation of Earnings per Share.

     Exhibit 12     Computation of Ratio of Earnings to Fixed
                    Charges and Ratio of Earnings to Combined
                    Fixed Charges and Preferred Stock Dividends.

     Exhibit 27     Financial Data Schedule.

b.   Reports on Form 8-K.

     None.











                                                 -36-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





                                    SIGNATURE





Pursuant  to the  requirements of  the  Securities Exchange  Act of  1934, the
Registrant has  duly caused  this report to  be signed  on its  behalf by  the
undersigned, thereunto duly authorized. 

AMERICAN GENERAL CORPORATION 
(Registrant)




By: PAMELA J. PENNY               
    Pamela J. Penny
    Vice President and Controller 
    (Duly Authorized Officer and 
    Chief Accounting Officer) 





Date:  August 14, 1997

























                                                 -37-
<PAGE>



                AMERICAN GENERAL CORPORATION
                          FORM 10-Q
             For the Quarter Ended June 30, 1997





                                 EXHIBIT INDEX



   Exhibit

     11             Computation of Earnings per Share.

     12             Computation of Ratio of Earnings to Fixed
                    Charges and Ratio of Earnings to Combined
                    Fixed Charges and Preferred Stock Dividends.

     27             Financial Data Schedule.







































                                                 -38-
<PAGE>