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              March 31, 1999                  

                               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 April 30, 1999, there were 250,897,430 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>



                       INDEX TO FORM 10-Q

                                                                   
                                                                        Page
Part I.   FINANCIAL INFORMATION.


        Item 1.  Financial Statements.

                  Consolidated Statement of Income for the three
                    months ended March 31, 1999 and 1998 .............    2

                  Consolidated Balance Sheet at March 31, 1999 and       
                    December 31, 1998 ................................    3

                  Consolidated Statements of Shareholders' Equity and 
                    Comprehensive Income for the three months ended 
                    March 31, 1999 and 1998 ..........................    4

                  Consolidated Condensed Statement of Cash Flows for
                    the three months ended March 31, 1999 and 1998 ...    5

                  Notes to Consolidated Financial Statements .........    6

        Item 2. Management's Discussion and Analysis of Financial
                      Condition and Results of Operations .............. 10


Part II.   OTHER INFORMATION.


        Item 1. Legal Proceedings ..................................     23

        Item 6. Exhibits and Reports on Form 8-K ...................     23












<PAGE>


                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

                                                      Three Months Ended
                                                            March 31,    
                                                       1999        1998  
Revenues 
 Premiums and other considerations ................  $    924  $    878 
 Net investment income ............................     1,285     1,226 
 Finance charges ..................................       357       327 
 Realized investment gains (losses) ...............        (2)        1 
 Other ............................................        56        47 
     Total revenues ...............................     2,620     2,479 

Benefits and expenses
 Insurance and annuity benefits ...................     1,313     1,224 
 Operating costs and expenses .....................       392       382 
 Commissions ......................................       278       249 
 Change in deferred policy acquisition costs and
  cost of insurance purchased .....................       (86)      (34)
 Provision for finance receivable losses ..........        52        49 
 Goodwill amortization ............................        12         9 
 Interest expense
  Corporate .......................................        44        50 
  Consumer Finance ................................       138       122 
     Total benefits and expenses ..................     2,143     2,051 

Earnings
 Income before income tax expense .................       477       428 
 Income tax expense ...............................       168       151 
 Income before minority interest and net dividends
  on preferred securities of subsidiaries .........       309       277 
 Minority interest in net income of Western
  National Corporation ............................         -        11 
 Net dividends on preferred securities of 
  subsidiaries ....................................        22        22 
     Net income ...................................  $    287  $    244 

 Net income per share 
  Basic ...........................................  $   1.14  $    .98 
  Diluted .........................................  $   1.11  $    .96 












Item 1.  Financial Statements (continued).

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

                                                 March 31,    December 31,
                                                   1999           1998    
Assets 
 Investments 
  Fixed maturity securities (amortized cost:
    $60,668; $59,212) ........................    $ 62,881    $ 62,731 
  Mortgage loans on real estate ..............       3,301       3,368 
  Equity securities (cost: $277; $288) .......         311         325 
  Policy loans ...............................       2,334       2,329 
  Investment real estate .....................         222         226 
  Other long-term investments ................         403         230 
  Short-term investments .....................       1,248         654 
      Total investments ......................      70,700      69,863 
 Cash ........................................         221         341 
 Assets held in Separate Accounts ............      17,490      16,158 
 Finance receivables, net ....................       9,421       9,275 
 Deferred policy acquisition costs ...........       3,652       3,253 
 Cost of insurance purchased .................       1,067         956 
 Goodwill ....................................       1,577       1,590 
 Other assets ................................       4,738       3,671 
      Total assets ...........................    $108,866    $105,107 

Liabilities
 Insurance and annuity liabilities ...........    $ 63,732    $ 62,844 
 Liabilities related to Separate Accounts ....      17,490      16,158 
 Debt (short-term)
  Corporate ($1,710; $1,607) .................       2,996       2,743 
  Consumer Finance ($3,507; $3,686) ..........       8,974       8,863 
 Income tax liabilities ......................       1,420       1,543 
 Other liabilities ...........................       4,124       2,357 
      Total liabilities ......................      98,736      94,508 

Redeemable equity
 Company-obligated mandatorily redeemable
  preferred securities of subsidiaries
  holding solely company subordinated notes
    Non-convertible ..........................       1,481       1,480 
    Convertible ..............................         248         248 
      Total redeemable equity ................       1,729       1,728 
 
Shareholders' equity
 Convertible preferred stock (shares issued
  and outstanding: 2,317,701) ................          85          85 
 Common stock (shares issued: 269,298,493; 
  outstanding: 251,126,446; 251,804,294) .....         921         939 
 Cost of treasury stock ......................        (829)       (759)
 Retained earnings ...........................       7,193       7,007 
 Accumulated other comprehensive income ......       1,031       1,599 
      Total shareholders' equity .............       8,401       8,871 
      Total liabilities and equity ...........    $108,866    $105,107 






Item 1.  Financial Statements (continued).

                  AMERICAN GENERAL CORPORATION
Consolidated Statements of Shareholders' Equity and Comprehensive Income
                          (Unaudited)
              (In millions, except per share data)

                                                     Three Months Ended
                                                          March 31,     
Shareholders' Equity                                  1999        1998  

Convertible preferred stock
 Balance at beginning and end of period ..........  $     85  $     85 

Common stock
 Balance at beginning of period ..................       939       326 
 Issuance of common shares for acquisition .......         -       580 
 Stock options issued for acquisition ............         -        37 
 Issuance of treasury shares .....................       (18)      (15)

 Balance at end of period ........................       921       928 

Cost of treasury stock
 Balance at beginning of period ..................      (759)     (621)
 Share repurchases ...............................      (104)      (31)
 Issuance under employee benefit plans and other .        34        30 

 Balance at end of period ........................      (829)     (622)

Retained earnings
 Balance at beginning of period ..................     7,007     6,624 
 Net income ......................................       287       244 
 Cash dividends (per share)
  Preferred ($.64; $.64) .........................        (1)       (1)
  Common ($.40; $.38) ............................      (100)      (91)

 Balance at end of period ........................     7,193     6,776 

Accumulated other comprehensive income 
 Balance at beginning of period...................     1,599     1,169 
 Change in net unrealized gains (losses) 
  on securities ..................................      (568)      138 
 
 Balance at end of period ........................     1,031     1,307 

   Total shareholders' equity ....................  $  8,401  $  8,474 


Comprehensive Income

Net income .......................................  $    287  $    244 

Other comprehensive income
 Gross change in unrealized gains (losses)                   
  on securities [pretax:$(878);$214] .............      (567)      138 
 Less: gains (losses) realized in net income .....         1         - 
  Change in net unrealized gains (losses) 
   on securities [pretax:$(879);$215].............      (568)      138 

   Comprehensive income (loss)....................  $   (281) $    382 







Item 1.  Financial Statements (continued).

                  AMERICAN GENERAL CORPORATION
         Consolidated Condensed Statement of Cash Flows
                          (Unaudited)
                         (In millions)

                                                      Three Months Ended
                                                          March 31,      
                                                       1999        1998  

Operating activities
       Net cash provided by operating activities ... $    612  $    628 

Investing activities 
 Investment purchases ..............................   (5,591)   (2,208)
 Investment dispositions and repayments ............    4,170     1,675 
 Finance receivable originations and purchases .....   (1,452)   (1,274)
 Finance receivable principal payments received ....    1,248     1,147 
 Net (increase) decrease in short-term investments .     (594)       34 
 Acquisition of Western National Corporation .......        -      (591)
 Other, net ........................................      (49)      (70)
       Net cash used for investing activities ......   (2,268)   (1,287)

Financing activities
 Retirement Services and Life Insurance
   Policyholder account deposits ...................    1,444       931 
   Policyholder account withdrawals ................   (1,082)     (920)
      Net policyholder account deposits ............      362        11 
   Short-term collateralized financings ............    1,133       315 
      Total Retirement Services and Life Insurance..    1,495       326 
 Consumer Finance
   Net increase (decrease) in short-term debt ......     (179)       41 
   Long-term debt issuances ........................      315       536 
   Long-term debt redemptions ......................      (26)     (479)
      Total Consumer Finance .......................      110        98 
 Corporate
   Net increase in short-term debt .................      103       620 
   Long-term debt issuance .........................      148         - 
   Long-term debt redemptions ......................        -      (354)
   Common stock repurchases ........................      (94)      (31)
   Dividends on common and preferred stock .........     (101)      (92)
   Other, net ......................................     (125)       58 
      Total Corporate ..............................      (69)      201 
       Net cash provided by financing activities ...    1,536       625 

Net decrease in cash ...............................     (120)      (34)
Cash at beginning of period ........................      341       263 
Cash at end of period .............................. $    221  $    229 

Supplemental disclosure of cash flow information:
 Cash paid (received) during the period for
   Income taxes .................................... $    (44) $    (98)
   Interest
    Corporate ......................................       45        59 
    Consumer Finance ...............................      155       139 
   Dividends on preferred securities of
    subsidiaries ...................................       14        14 










Item 1.  Financial Statements (continued).

                  AMERICAN GENERAL CORPORATION
           Notes to Consolidated Financial Statements
                         March 31, 1999

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 that are necessary for a fair presentation of the 
        company's consolidated financial position
        at March 31, 1999, and the consolidated results of operations,
        shareholders' equity, comprehensive income, and cash flows for the 
        three months ended March 31, 1999 and 1998.

2.   Calculation of Earnings Per Share.  The calculation of basic and diluted 
     earnings per share was as follows:

                                                  Three Months Ended
    (In millions, except share data)                  March 31,        
                                                   1999        1998   
  
        Net income .........................      $ 287       $ 244 
        Net dividends on convertible 
         preferred stock ...................         (1)         (1)
        Earnings available to common 
         shareholders (a) ..................        286         243 
        Net dividends on dilutive securities
          Convertible preferred securities 
           of subsidiary ...................          3           3 
          Convertible preferred stock ......          1           1 
        Earnings available to common 
         shareholders assuming dilution (b).      $ 290       $ 247 

        Average shares outstanding (a)......251,369,312 247,255,973 
        Dilutive securities
          Convertible preferred securities 
           of subsidiary ...................  6,144,016   6,144,016 
          Convertible preferred stock ......  2,317,701   2,317,701 
          Stock options ....................  1,532,049   1,558,167 
          Restricted stock .................    380,706       4,677 
        Average shares outstanding 
          assuming dilution (b).............261,743,784 257,280,534 

        Net income per share
      Basic .............................         $1.14       $ .98 
      Diluted ...........................         $1.11       $ .96 
 
        (a) Used to compute basic earnings per share.
        (b) Used to compute diluted earnings per share.
        
Item 1.  Financial Statements (continued).

3.      Investing Activities.  Cash flows related to investing activities were 
         as follows:

                                                       Dispositions and
                                      Purchases           Repayments     
                                  Three Months Ended  Three Months Ended
    (In millions)                       March 31,         March 31,     
                                     1999      1998     1999     1998 
        Fixed maturity securities   $5,348    $2,134   $4,032   $1,510 
        Mortgage loans                  58        38       77      130 
        Equity securities                6         1       19        5 
        Other                          179        35       42       30 
          Total                     $5,591    $2,208   $4,170   $1,675 

4.      Derivative Financial Instruments.  Derivative financial instruments did
        not have a material effect on net investment income, interest expense, 
        or net income during the three months ended March 31, 1999 or 1998. 
        Significant activity related to derivative financial instruments 
        during the three months ended March 31, 1999 was as follows:

        During fourth quarter 1998, the company entered into interest rate swap
        agreements with notional amounts of $200 million to hedge against the 
        risk of declining interest rates on anticipated security purchases.  
        During first quarter 1999, the company purchased securities with 
        maturities different from those of the anticipated purchases.  As a 
        result, the interest rate swap agreements were terminated, with an 
        immaterial gain.

        During first quarter 1999, the company settled a treasury rate lock
        agreement with a notional amount of $123 million, which was outstanding
        at December 31, 1998.  This agreement was used to hedge against the risk
        of rising interest rates on an anticipated issuance of debt.  The 
        company issued $150 million of long-term debt in February 1999.

        During first quarter 1999, call swaptions with notional amounts of $3.4
        billion were purchased, while $1.3 billion expired.  The company uses
        options to enter into interest rate swap agreements to limit its 
        exposure to reduced spreads between investment yields and interest 
        crediting rates should interest rates decrease or increase 
        significantly over prolonged periods.  Call and put swaptions with 
        notional amounts of $6.0 billion and $4.2 billion, respectively, and 
        average strike rates of 4.2% and 8.3%, respectively, were outstanding
        at March 31, 1999.  These swaptions expire in 1999 and 2000.

5.      Dollar Rolls.  American General uses dollar roll agreements as part 
        of its strategy to increase investment income.  Dollar rolls are 
        agreements to sell mortgage-backed securities (MBSs) and repurchase
        substantially the same securities at a specified price and date in
        the future.  The dollar rolls are accounted for as short-term 
        collateralized financings and are included in other liabilities.  
        At March 31, 1999, the company had $1.1 billion of outstanding 
        dollar roll agreements.  The average amount outstanding and the 
        weighted average interest rate on dollar rolls for the
        three months ended March 31, 1999 were $751 million and 4.6%,
        respectively.



Item 1.  Financial Statements (continued).

6.      Legal Contingencies.

        Market Conduct.  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 similar purported class 
        action lawsuits.  On December 16, 1998, American General announced 
        that certain of its life insurance subsidiaries had entered into 
        agreements to resolve substantially all of the material pending 
        market conduct class action lawsuits.  The settlements are not final
        until approved by the courts and any appeals are resolved.  If court
        approvals are obtained and appeals are not taken, it is expected the
        settlements will be final in third quarter 1999.

        In conjunction with the proposed settlements, the company recorded a
        charge of $378 million ($246 million aftertax) in fourth quarter 1998. 
        The charge covers the cost of additional policyholder benefits and 
        other anticipated expenses resulting from the proposed settlements,
        as well as other administrative and legal costs.

        Other.  In addition to those lawsuits or proceedings disclosed 
        herein, the company is 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 and Mississippi, 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 and Mississippi continues
        to create the potential for an unpredictable judgment in any given
        suit.
        
7.      Tax Return Examinations.  American General and the majority of its
        subsidiaries file a consolidated Federal income tax return.  The 
        Internal Revenue Service (IRS) has completed examinations of the
        company's tax returns through 1988.   During 1999, the company and 
        the IRS reached a settlement of all contested issues through 1988,
        within the amounts previously recorded in the company's consolidated
        financial statements. To reflect this settlement, in second quarter
        1999 the company will reduce goodwill by approximately $70 million, 
        with a corresponding reduction of tax liabilities.  The IRS is 
        currently examining the company's tax returns for 1989 through 1996.  



Item 1.  Financial Statements (continued).
 
8.      Division Results.    Results of each division include earnings from 
        its business operations and earnings on that amount of equity 
        considered necessary to support its business, excluding goodwill
        amortization, net realized investment gains (losses), and 
        non-recurring items. Corporate operations include the cost of 
        corporate debt and earnings on corporate assets.  Division 
        earnings information was as follows:

                                               Income
                               Revenues     Before Taxes     Earnings   
                             Three Months   Three Months   Three Months
                                Ended          Ended         Ended
                               March 31,      March 31,     March 31,  
(In millions)                 1999   1998    1999  1998     1999  1998 

Retirement Services         $  845 $  711   $ 211 $ 172    $ 142 $ 114 
Life Insurance               1,356  1,363     265   245      173   161 
Consumer Finance               421    389      82    74       53    47 
  Total divisions            2,622  2,463     558   491      368   322 

Corporate operations             -     15     (67)  (46)     (45)  (30)
Net dividends on
 preferred securities
 of subsidiaries                 -      -       -     -      (22)  (22)
Minority interest in
 net income of Western
 National Corporation            -      -       -     -        -   (11)
Goodwill amortization            -      -     (12)   (9)     (12)   (9)
Realized investment                
 gains (losses)                 (2)     1      (2)    1       (2)    - 
Non-recurring item               -      -       -    (9)       -    (6)
  Total consolidated        $2,620 $2,479   $ 477 $ 428    $ 287 $ 244 








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 9 of this Quarterly Report
on Form 10-Q.


                            OVERVIEW

American General reported financial highlights as follows:

                                          Three Months Ended  
(In millions,                                  March 31,      
except share data)                          1999        1998  

Net income                              $    287     $   244 
Net income per share (diluted)              1.11         .96 
Revenues and deposits                      4,965       4,426 
Assets                                   108,866      96,051 
Shareholders' equity                       8,401       8,474 

Net income increased $43 million, or 18%, for the three months ended March
31, 1999, compared to the same period in 1998, due to increases in earnings
in  the company's Retirement Services division (up 24%), Life Insurance
division  (up 7%), and Consumer Finance division (up 14%).  Net income per
share increased 16% compared to the 18% increase in net income due to the
additional shares issued for the acquisition of American General Annuity on
February 25, 1998.  Revenues and deposits increased $539 million, or 12%,
compared to the same period in 1998, primarily due to an increase in both
fixed and variable deposits in the Retirement Services division.

Asset growth of 13% from March 31, 1998 to March 31, 1999 was due to growth
in business in the operating divisions.  During the last twelve months, net
income increased shareholders' equity by $807 million.  This increase was
offset by dividends to shareholders of $390 million, share repurchases of
$268 million, and a decrease in the fair value adjustment on securities of
$281 million.  In 1999, the company purchased 1.5 million shares of its
common stock for $104 million.



                       BUSINESS DIVISIONS

The company manages its business operations through three divisions, which
are based on products and services offered.  The results of each division 
for the quarters ended March 31, 1999 and 1998 are discussed below.

















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

Retirement Services

Retirement Services division results were as follows:

                                          Three Months Ended 
                                               March 31,       
(In millions)                               1999        1998  

Earnings                                    $   142   $   114
Assets
 Investments                                 40,494    35,343
 Separate Accounts                           15,973    12,466
Deposits
 Fixed
  Tax-qualified346                              372
  Non-qualified709                              549
 Variable (mainly tax-qualified)                780       551
Operating expenses                               71        57

Earnings.  Division earnings increased $28 million, or 24%, for the 
three months ended March 31, 1999 compared to the same period in 1998.
Earnings growth was driven by continued growth in investments supporting
fixed accounts, as well as growth in Separate Account assets, and 
higher fixed investment spread.  Asset growth, excluding the fair 
value adjustment related to the division's securities, was 21% from 
March 31, 1998 to March 31, 1999.  This growth was due to fixed and 
variable deposits, interest credited to fixed account deposits, 
investments acquired in a second quarter 1998 coinsurance transaction, 
and stock market appreciation on assets held in Separate Accounts, 
partially offset by account withdrawals.

Deposits.  Total deposits were $1.8 billion for first quarter 1999 compared
to $1.5 billion for the same period of 1998.  The 15% increase in fixed
deposits was due to the division's continued success in marketing single
premium fixed annuities through the financial institution distribution
channel.  Variable deposit growth of 41% in first quarter 1999, compared to
first quarter 1998, reflects continued consumer interest in equity-based
variable products and the introduction of Portfolio Director Plus, a new
variable product line that includes expanded investment options.

Fixed Investment Spread.  Fixed investment spread represents the difference
between the yield on invested assets and the average interest rate credited
to policyholders' fixed accounts.  Investment results and crediting rates on
fixed accounts were as follows:

                                           Three Months Ended   
                                                March 31,       
(In millions)                                1999       1998     

Net investment income                        $  716   $  646 
Investment yield                               7.66%    7.98%
Average crediting rate                         5.38     5.98 
Fixed investment spread                        2.28     2.00 












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

Net investment income increased 11% for the three months ended March 31, 1999
due to growth in invested assets, including $2.4 billion of investments
acquired in  a coinsurance transaction in April 1998.  The 32 basis point
decrease in yield primarily relates to the revaluation of American General
Annuity's investments as of its February 25, 1998 acquisition date,  as well
as lower yields on new investments throughout 1998 and 1999.  The net
decrease in average crediting rate exceeded the decrease in investment yield,
producing an increase in investment spread of 28 basis points, in first
quarter 1999 compared to the same period in 1998.

Separate Account Fees.  Separate Account fees include mortality and expense
risk fees.  The increase in these fees of $9 million, or 29%, for the first
three months of 1999, compared to the same period for 1998, was largely
driven by growth in Separate Account assets.

Surrenders.  The division's rate of policyholder surrenders for tax-qualified
accounts was 5.92% of average policyholders' account balances in  first
quarter 1999, compared to 5.45% for the same period in 1998. Factors
contributing to higher surrenders included lower average interest crediting
rates on fixed accounts and increased competition from other variable
investment products.  The policyholder surrender rate for non-qualified
accounts was 8.12% for the three months ended March 31, 1999 compared to
10.84% for the same period of 1998.  The decrease was due to  growth in
financial institution proprietary products which are still within the 
surrender charge period.

Operating Expenses.  Operating expenses increased $14 million for the three
months ended March 31, 1999, compared to the same period of 1998, due to new
marketing and sales initiatives, as well as infrastructure improvements
including the establishment of a customer care center to upgrade customer
service.  The ratio of operating expenses to average assets increased to .49%
for first quarter 1999 from .43% for first quarter 1998.

Life Insurance

Life Insurance division results were as follows:

                                            Three Months Ended 
                                                March 31,    
(In millions)                                 1999      1998 

Earnings                                    $   173   $   161
Assets
 Investments                                 28,876    28,947
 Separate Accounts                            1,517     1,044
Insurance and annuity liabilities            25,900    25,328
Premiums and other considerations               759       776
Net investment income                           555       548
Insurance and annuity benefits                  733       731
Operating expenses                              172       187














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

Earnings.  Division earnings for the three months ended March 31, 1999
increased $12 million, or 7%, compared to the same period in 1998. The
increase was primarily due to increased investment margin and lower 
operating expenses resulting from operating efficiencies.

Sales, Premiums, and Deposits.  Sales and deposits of individual life
insurance and annuities were as follows:

                                          Three Months Ended
(In millions)                                  March 31,    
                                             1999       1998 
Individual life insurance
 Sales                                      $  164    $  177
 Deposits                                      364       340
Annuities
 Sales                                         143       109
 Deposits                                      146       135

Individual life and annuity sales for first quarter 1999 were $307 million,
an increase of 8% over first quarter 1998.  Annualized life insurance sales
of $164 million reflect sales gains in variable and indexed life insurance
products, offset by lower sales of universal life insurance and large cases
in the corporate executive benefits market.  Sales related to corporate
executive benefits can fluctuate significantly from quarter to quarter due 
to large case size.  Annuity sales increased 33% in 1999 due to the continued
strong sales of recently introduced variable annuity products.  Premiums and
other considerations decreased in 1999 compared to 1998 primarily due to
lower traditional insurance premiums and deemphasis of non-strategic, non-
life sales.   Deposits in the first three months of 1999 were 7% higher than
the same period of 1998, primarily due to increased variable annuity sales,
and corporate executive benefits sales made in prior quarters.

Investment Spread.  Investment results and interest crediting rates were as
follows:

                                          Three Months Ended
                                               March 31,    
                                            1999       1998 

Investment yield                             8.35%     8.34%
Average crediting rate                       5.93      6.04 
Investment spread                            2.42      2.30 

Net investment income increased slightly in the first three months of 1999
compared to the same period of 1998 due to a $271 million increase in
invested assets (excluding the fair value adjustment related to the
division's securities), more active management of the division's investment
portfolio, and lower investment expenses.  The spread between investment
yield and the average rate credited to policyholders increased due to
reductions in crediting rates.

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

Mortality and Persistency.  Death claims and premium termination rates were
as follows:
                                          Three Months Ended
                                              March 31,    
                                            1999      1998  

Death claims (in millions)                 $  250    $  251 
Death claims per $1,000
 in force                                  $ 3.66    $ 3.64 
Premium termination rate                    12.42%    12.68%

Death claims, included in insurance and annuity benefits, were essentially
flat in first quarter 1999 compared to the same period in 1998.  The lower
premium termination rate for 1999 primarily reflects a lower interest rate
environment and the sale of larger policies with lower expected lapse rates. 
Overall, mortality experience and persistency experience were within pricing
assumptions.

Operating Expenses.  Operating expenses decreased $15 million for the first
three months of 1999 compared to the same period in 1998.  During first
quarter 1999, the division benefited from efficiency gains related to
centralization of common functions utilizing a shared services platform, as
well as lower employee benefits expense.  The ratio of operating expenses to
direct premiums and deposits was 15.09% in 1999 compared to 16.60% in 1998, 
reflecting lower expenses and higher deposits in first quarter 1999.

Consumer Finance

Consumer Finance division results were as follows:

                                         Three Months Ended 
                                              March 31,     
($ in millions)                             1999      1998  

Earnings                                   $   53    $   47 
Average finance receivables                 9,721     8,002 
Yield on finance receivables                14.85%    16.48%
Borrowing cost 6.22                          6.71 
Interest spread                              8.63      9.77 
Operating expenses                         $  123    $  119 

Earnings.  Division earnings increased 14% for the three months ended March
31, 1999, compared to the same period of 1998, primarily due to an increase
in average finance receivables and improved credit quality.

Finance Receivables.  Finance receivables at March 31, 1999 increased $1.7
billion to $9.4 billion from March 31, 1998.  Average finance receivables
increased 21% in the first three months of 1999 compared to the same period
in 1998 due to higher loan production in the division's branch offices, new
sources of real estate loans, and acquisitions of real estate loan
portfolios.


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

Credit Quality.  Net charge-off and delinquency ratios reflect the quality of
receivables, the success of collection efforts, and general economic
conditions.  Charge offs, delinquencies, and the allowance for finance
receivable losses were as follows:
                                    Three Months Ended
                                        March 31,    
($ in millions)                        1999       1998 

Charge offs                          $   52     $   54 
   % of average receivables            2.14%      2.70%

                                        March 31,           December 31,
                                       1999       1998         1998    

Delinquencies                        $  378     $  303       $  384 
   % of finance receivables            3.65%      3.49%        3.75%
Allowance for finance
  receivables losses                 $  384     $  368       $  382 
   % of finance receivables            3.92%      4.56%        3.96%

The decrease in the charge off percentage for the first three months of 1999,
compared to the same period in 1998, reflects the division's focus on
improving credit quality, as well as the increase in average receivables. 
The improvement in credit quality resulted from the continued shift toward a
higher percentage of real estate secured receivables and the division's
strict adherence to its underwriting standards.  At March 31, 1999, real
estate loans represented 62% of total finance receivables, compared to 53% at
March 31, 1998 and 60% at December 31, 1998.  The increases in delinquencies
and the delinquency ratio at March 31, 1999 compared to March 31, 1998 were
due to the maturing of acquired real estate portfolios that were new
originations when purchased and general economic conditions.

The division maintains the allowance for finance receivable losses at an
amount that management believes is adequate to absorb anticipated losses in
the existing portfolio.  The allowance as a percentage of finance receivables
has continued to decline as the portfolio has grown and the credit quality
has improved.

Interest Spread.  The spread between yield and borrowing cost decreased 114
basis points in the first three months of 1999 compared  to 1998 due to lower
yields, partially offset by lower borrowing costs.  The lower yield on
finance receivables reflects the increased proportion of real  estate loans,
which generally have lower yields due to their higher credit quality.

Operating Expenses.  Operating expenses were 5.06% of average finance
receivables for the first three months of 1999 and 5.87% for the same period
of 1998.  This decrease reflects a 21% increase in average finance
receivables compared to a 5% increase in operating expenses.



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, and policy loans.

Fair Value of Securities.  An increase in interest rates and resulting
decreases in bond values in first quarter 1999 caused a $1.3 billion decrease
in the fair value adjustment to fixed maturity securities and a related $566
million negative adjustment to shareholders' equity from December 31, 1998. 
The components of the fair value adjustment at March 31, 1999 and December
31, 1998, and the 1999 change, were as follows:

                                        March 31,  December 31,
(In millions)                             1999        1998      Change 

Fair value adjustment to fixed 
 maturity securities                    $ 2,215     $ 3,519    $(1,304)
Decrease in deferred policy
 acquisition costs and cost of
 insurance purchased                       (655)     (1,083)       428 
Increase in deferred income taxes          (551)       (861)       310 
Net unrealized gains
 Fixed maturity securities                1,009       1,575       (566)
 Equity securities                           22          24         (2)
   Net unrealized gains on
     securities                         $ 1,031     $ 1,599    $  (568)

Fixed Maturity Securities.  At March 31, 1999, fixed maturity securities
included $46.9 billion of corporate bonds, $13.2 billion of mortgage-backed
securities, and $2.6 billion of bonds issued by governmental agencies.  The
average credit rating of the fixed maturity securities was A+ at March 31,
1999 and December 31, 1998.  Average credit ratings by category at March 31,
1999 were as follows:

                                        March 31,           Average Credit
(In millions)                             1999        %         Rating    

Investment grade                         $46,165      73%         A    
Mortgage-backed                           13,210      21          AAA  
Below investment grade                     3,506       6          BB-  
 Total fixed maturity securities         $62,881     100%         A+   

Below Investment Grade.  Below investment grade securities have credit
ratings below BBB-.  Below investment grade securities were 5% of total
invested assets at March 31, 1999 and December 31, 1998.  The company invests
in below investment grade securities to enhance the overall yield of the
portfolio.  Investment income from below investment grade securities was $85
million (10.0% yield) for the three months ended March 31, 1999 and $58
million (9.6% yield) for the same period in 1998.  Realized investment losses
on below investment grade securities were $15 million and $1 million in the
first quarter of 1999 and 1998, respectively.






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

Non-Performing.  Bonds are deemed to be non-performing when the payment of
interest is sufficiently uncertain as to preclude accrual of interest.  Non-
performing bonds were less than 0.1% of total fixed maturity securities at
March 31, 1999 and December 31, 1998.

Mortgage Loans.  Mortgage loans on real estate, consisting primarily of loans
on office and retail properties, represented 5% of invested assets at
March 31, 1999 and December 31, 1998.  Mortgage loan statistics at March 31,
1999 and December 31, 1998 were as follows:

                                          March 31,      December 31,
         (In millions)                      1999            1998    

        Mortgage loans                    $ 3,333         $ 3,402 
        Allowance for losses                  (32)            (34)
          Mortgage loans, net             $ 3,301         $ 3,368 

        Percentage of mortgage loans
          Allowance for losses                1.0%            1.0%
          Restructured loans                  2.1             2.1 
          Delinquent loans (60+ days)          .6              .6 
          Watch list loans                    2.7             2.4 

The yield on restructured loans was 7.9% for the quarter ended March 31,
1999. The increase in watch list loans was due to an increase in loans that
are potentially undercollateralized.


                       CAPITAL RESOURCES

Corporate Capital.  American General's target capital structure consists of
25% corporate debt, 15% redeemable equity, and 60% shareholders' equity.  At
March 31, 1999, corporate capital totaling $12.1 billion, excluding the fair
value adjustment on securities, consisted of $3.0 billion corporate debt
(25%), $1.7 billion redeemable equity (14%), and $7.4 billion shareholders'
equity (61%).

Retirement Services and Life Insurance.  The amount of statutory equity
required to support the business of American General's retirement services
and life insurance companies is principally a function of four factors: (1)
the quality of the assets invested to support insurance and annuity reserves,
(2) the mortality and other insurance-related risks, (3) the interest-rate
risk resulting from potential mismatching of asset and liability durations,
and (4) general business risks.  Each of these items is a key factor in the
National Association of Insurance Commissioners' (NAIC) risk-based capital
(RBC) formula, used to evaluate the adequacy of a life insurance company's
statutory equity.

American General's target statutory equity for each of its retirement
services and life insurance companies is 2.5 times the Company Action Level
RBC (or 5.0 times the Authorized Control Level RBC).  At March 31, 1999,
American General's principal retirement services and life insurance
companies, on a  combined basis, had statutory equity of $4.6 billion, which
was 2.7 times the Company Action Level RBC.




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

Consumer Finance.  The Consumer Finance division's capital varies directly
with the amount of finance receivables.  Consumer Finance capital of $10.2
billion at March 31, 1999 included $9.0 billion of Consumer Finance debt,
which was not guaranteed by the parent company, and $1.2 billion of equity.
The capital mix of Consumer Finance debt and equity is based primarily upon
maintaining leverage at a level that supports cost-effective funding.

The division's target ratio of debt to tangible net worth, a standard measure
of financial risk in the consumer finance industry, is 7.5 to 1.  The ratio
equaled the target at March 31, 1999 and December 31, 1998.



                           LIQUIDITY

The company's overall liquidity is based on cash flows from the business
divisions and its ability to borrow in both the long-term and short-term
markets at competitive rates.  At March 31, 1999, the company had committed
and unused credit facilities of $5.0 billion, substantially all of which were
to support the company's commercial paper borrowings.  The company believes
that its overall sources of liquidity will continue to be sufficient to
satisfy its foreseeable financial obligations.

Parent Company.  The parent company paid $23 million of capital
contributions, net of dividends, to subsidiaries during the three months
ended March 31, 1999 and received $451 million of dividends, net of capital
contributions, for the same period in 1998.  Net capital contributions in
1999 were a result of  surplus contributions required to fund market conduct-
related costs in the Life Insurance division, which were necessary to
maintain target capital levels.  While state insurance regulations and long-
term debt covenants restrict the amount of dividends subsidiaries may pay to
the parent company, these restrictions are not expected to affect the
company's ability to meet its cash obligations.

Retirement Services.  Principal sources of cash for the Retirement Services 
division were as follows:

                                                 Three Months Ended 
                                                      March 31,     
(In millions)                                      1999      1998  

Operating cash flow                               $ 504     $ 336
Fixed policyholder account deposits, 
 net of withdrawals                                 292        12
Variable account deposits, net of 
 withdrawals                                        655       540
Short-term collateralized financings                953       157

Net cash provided by operating activities increased $168 million in the 
first three months of 1999, compared to the same period of 1998, primarily 
due to growth in the single premium fixed annuity business sold through the
financial institution distribution channel.  The increase in net variable
account deposits was a result of policyholders' continuing interest in
equity-based investments and new product introductions.  Because the
investment risk on variable accounts lies predominately with the
policyholder, deposits and                             


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

withdrawals related to Separate Accounts are not included in the company's
consolidated condensed statement of cash flows.  The increase in cash from
short-term collateralized financings relates to the company's expanded use of
dollar rolls as part of its investment strategy.

The major uses of cash were the purchase of investments necessary to support
increases in insurance and annuity liabilities, and dividends paid to the
parent.  The subsidiaries in this division paid net dividends of $42 million
and $137 million in the first three months of 1999 and 1998, respectively. 
The decrease in dividends was due to higher levels of required surplus
retained to support growth in the single premium fixed annuity business.

Life Insurance.  Principal sources of cash for the Life Insurance division
were as follows:

                                                 Three Months Ended 
                                                      March 31,     
(In millions)                                     1999        1998  

Operating cash flow                               $   7     $ 176 
Fixed policyholder account deposits, 
 net of withdrawals                                  70        (1)
Variable account deposits, net of 
 withdrawals                                        114        52 
Short-term collateralized financings                180       158 

Net cash provided by operating activities decreased $169 million in first
quarter 1999 compared to first quarter 1998 primarily due to funding of
market conduct-related costs.  The $71 million increase in net fixed
policyholder account deposits relates to deposits for corporate executive
benefits sales made in prior quarters.   The increase in net variable account
deposits in the first quarter of 1999 compared to 1998 was a result of
policyholders' continuing interest in equity-based investments and new
product introductions. 

The major uses of cash were the purchase of investments necessary to support
increases in insurance and annuity liabilities, and dividends paid to the
parent.  In the first three months of 1999, the subsidiaries in the Life
Insurance division received capital contributions of $179 million to fund
market conduct-related costs and paid dividends of $83 million for a net
capital contribution of $96 million, compared to $275 million of net
dividends paid in the same period of 1998.

Consumer Finance.  Principal sources of cash for the Consumer Finance
division were as follows:

                                                 Three Months Ended 
                                                      March 31,     
(In millions)                                     1999        1998  

Operating cash flow                               $ 158     $ 118
Increase in debt                                    110        98




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

Net cash provided by operating activities increased $40 million in first
quarter 1999 compared to first quarter 1998 due to the increase in finance
charges from higher average net receivables.  Cash provided by borrowings
increased in 1999 due to the growth in finance receivables.  Net dividends
paid to the parent company totaled $41 million and $32 million in the first
three months of 1999 and 1998, respectively.



                           YEAR 2000

Internal Systems.  American General has numerous technology systems that are
managed on a decentralized basis.  The company's Year 2000 readiness efforts
are therefore being undertaken by its key business units with centralized
oversight.  Each business unit has developed and is implementing a plan to
minimize the risk of a significant negative impact on its operations.

While the specifics of the plans vary, the plans include the following
activities: (1) perform an inventory of the company's information technology
and non-information technology systems; (2) assess which items in the
inventory may expose the company to business interruptions due to Year 2000
issues; (3) reprogram or replace systems that are not Year 2000 ready; (4)
test systems to prove that they will function into the next century as they
do currently; and (5) return the systems to operations.  As of December 31,
1998, these activities had been completed for substantially all of the
company's critical systems, making them Year 2000 ready.  Vendor upgrades for
a small number of systems were either completed in first quarter 1999 or are
expected to be completed by June 30, 1999; therefore, activities (3) through
(5) are ongoing for some systems.  

The company will continue to test its systems throughout 1999 to maintain
Year 2000 readiness.  In addition, the company currently is developing plans
for the century transition, which will restrict systems modifications from
November 1999 through January 2000, create rapid response teams to address
problems, and limit vacations for key technical personnel.

Third Party Relationships.  The company has relationships with various third
parties who must also be Year 2000 ready.  These third parties provide (or
receive) resources and services to (or from) the company and include
organizations with which the company exchanges information.  Third parties
include vendors of hardware, software, and information services; providers of
infrastructure services such as voice and data communications and utilities
for office facilities; investors; customers; distribution channels; and joint
venture partners.  Third parties differ from internal systems in that the
company exercises less, or no, control over Year 2000 readiness.  The company 
has developed a plan to assess and attempt to mitigate the risks associated
with the potential failure of third parties to achieve Year 2000 readiness. 
The plan includes the following activities: (1) identify and classify third
party dependencies; (2) research, analyze, and document Year 2000 readiness
for critical third parties; and (3) test critical hardware and software
products and electronic interfaces.  As of April 30, 1999, the company has
identified and assessed its critical third party dependencies.  Of these
critical dependencies, approximately 300 have been identified as being of a
nature that required them to be covered in the company's contingency planning
efforts.  Due to the various stages of Year 2000 readiness for these critical
third-party dependencies, the company's testing activities related to 
critical third parties will extend throughout 1999.

Contingency Plans.  The company has commenced contingency planning to reduce
the risk of Year 2000-related business failures.  The continency plans, which
address both internal systems and third party relationships, include the
following activities: (1) evaluate the consequences of failure of critical
business processes with significant exposure to Year 2000 risk; (2) determine
the probability of a Year 2000-related failure for those critical processes
that have a high consequence of failure; (3) develop an action plan to
complete contingency plans for critical processes that rank high in
consequence and probability of failure; and (4) complete the applicable
contingency plans.  As of April 30, 1999, each business unit had completed 
its contingency plans.  These plans will be tested during the second and
third quarters of 1999.

Risks and Uncertainties.  Based on its plans to make internal systems ready
for Year 2000, to deal with third party relationships, and to develop
contingency actions, the company believes that it will experience at most
isolated and minor disruptions of business processes following the turn of
the century.  Such disruptions are not expected to have a material effect on
the company's future results of operations, liquidity, or financial
condition.  However, due to the magnitude and complexity of this project,
risks and uncertainties exist and the company is not able to predict a most
reasonably likely worst case scenario.  If Year 2000 readiness is not
achieved due to  the company's failure to maintain critical systems as Year
2000 ready, failure of critical third parties to achieve Year 2000 readiness
on a timely basis, failure of contingency plans to reduce Year 2000-related
business failures, or other unforseen circumstances in completing the
company's plans, the Year 2000 issues could have a material adverse impact on
the company's operations following the turn of the century.

Costs.  Through March 31, 1999, the company has incurred and expensed $86
million (pretax) related to Year 2000 readiness, including $6 million
incurred during first quarter 1999 and $9 million incurred in first quarter
1998.  The first quarter 1998 expense, of which $3 million related to the
Retirement Services division and $6 million related to the Life Insurance
division, was excluded from 1998 division earnings, consistent with the
manner in which management reviewed division results.  In 1999, Year 2000
readiness expenses were included in division earnings.

The company currently anticipates that it will incur future costs of
approximately $10 million to $15 million (pretax) to maintain Year 2000
readiness, complete Year 2000 work on noncritical systems and testing of
critical third party relationships, and continue contingency planning
activities.  The company has accelerated the replacement of certain systems
as part of its Year 2000 activities.  Costs of the replacement systems were
capitalized and are being amortized over their useful lives, in accordance
with the company's normal accounting policies.  The total of such
capitalizable costs was approximately $5 million at March 31, 1999.



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



                   FORWARD-LOOKING STATEMENTS

All statements, trend analyses, and other information contained herein
relative to markets for the company's products and trends in the company's
operations or financial results, as well as other statements including words
such as "anticipate," "believe," "plan," "estimate," "expect," "intend," and
other similar expressions, constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
are made based upon management's current expectations and beliefs concerning
future developments and their potential effects upon the company. There can
be no assurance that future developments affecting the company will be those
anticipated by management. 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: (1) changes in general economic
conditions, including the performance of financial markets and interest
rates; (2) customer responsiveness to both new products and distribution
channels; (3) competitive, regulatory, or tax changes that affect the cost
of, or demand for, the company's products; (4) the company's ability or the
ability of third parties to achieve and maintain Year 2000 readiness for
critical systems and operations; and (5) adverse litigation results or
resolution of litigation, including market conduct litigation.  Investors are
also directed to other risks and uncertainties discussed in other documents
filed by the company with the Securities and Exchange Commission. The company
undertakes no obligation to update or revise any forward-looking information,
whether as a result of new information, future developments, or otherwise.





                  PART II.  OTHER INFORMATION

Item 1. Legal Proceedings.

Reference is made to Note 6 to the Registrant's Unaudited Consolidated
Financial Statements in Part I of this Form 10-Q for the quarter ended
March 31, 1999.

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

a. Exhibits.

   Exhibit 11   Computation of Earnings per Share (included in Note 2 of
                  Notes to Consolidated Financial Statements)

   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.

   The following report on Form 8-K was filed after December 31, 1998:

   1.   Current Report on Form 8-K dated February 11, 1999, with respect to
        authorization for issuance of $150 million of American General's
        6-5/8% Notes Due 2029.








                             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, on May 14, 1999.

AMERICAN GENERAL CORPORATION 
(Registrant)




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











                         EXHIBIT INDEX



   Exhibit

        11           Computation of Earnings per Share (included 
                     in Note 2 of Notes to Consolidated Financial 
                     Statements)

        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