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             September 30, 2002

                                  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 1-7422


                    AMERICAN GENERAL FINANCE, INC.
        (Exact name of registrant as specified in its charter)



                 Indiana                            35-1313922
        (State of Incorporation)                 (I.R.S. Employer
                                                Identification No.)


 601 N.W. Second Street, Evansville, IN               47708
(Address of principal executive offices)           (Zip Code)


                            (812) 424-8031
         (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    .

The registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q
with the reduced disclosure format.

At November 8, 2002, there were 2,000,000 shares of the registrant's
common stock, $.50 par value, outstanding.
<PAGE> 2

                           TABLE OF CONTENTS




          Item                                                    Page

Part I     1.  Financial Statements . . . . . . . . . . . . . . . .  3

           2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations. . . . . . . . 13

           4.  Controls and Procedures  . . . . . . . . . . . . . . 24

Part II    1.  Legal Proceedings  . . . . . . . . . . . . . . . . . 24

           6.  Exhibits and Reports on Form 8-K . . . . . . . . . . 24
<PAGE> 3

                      Part I - FINANCIAL INFORMATION


Item 1.  Financial Statements



              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
                Condensed Consolidated Statements of Income
                                (Unaudited)



                               Three Months Ended       Nine Months Ended
                                 September 30,            September 30,
                                2002       2001        2002           2001
                                         (dollars in thousands)

Revenues
  Finance charges             $427,457   $432,030    $1,274,237   $1,283,033
  Insurance                     47,839     48,314       141,389      146,595
  Other                         19,896     22,433        66,133       68,098

Total revenues                 495,192    502,777     1,481,759    1,497,726

Expenses
  Interest expense             135,914    157,238       411,734      491,003
  Operating expenses           139,424    141,986       422,921      419,958
  Provision for finance
    receivable losses           71,404     66,272       215,315      193,950
  Insurance losses and loss
    adjustment expenses         19,201     21,462        60,994       65,698
  Other charges                   -        78,297          -          78,297

Total expenses                 365,943    465,255     1,110,964    1,248,906

Income before provision for
  income taxes                 129,249     37,522       370,795      248,820

Provision for Income Taxes      46,013     13,354       132,006       89,885


Net Income                    $ 83,236   $ 24,168    $  238,789   $  158,935




See Notes to Condensed Consolidated Financial Statements.
<PAGE> 4

              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
                   Condensed Consolidated Balance Sheets



                                                 September 30,  December 31,
                                                    2002             2001
                                                 (Unaudited)
                                                   (dollars in thousands)
Assets

Net finance receivables:
  Real estate loans                              $ 8,904,417     $ 7,624,824
  Non-real estate loans                            2,887,791       2,922,557
  Retail sales finance                             1,368,052       1,440,908

Net finance receivables                           13,160,260      11,988,289
Allowance for finance receivable losses             (466,402)       (448,251)
Net finance receivables, less allowance
  for finance receivable losses                   12,693,858      11,540,038

Investment securities                              1,201,994       1,142,186
Cash and cash equivalents                            207,799         179,002
Other assets                                         687,306         670,428

Total assets                                     $14,790,957     $13,531,654


Liabilities and Shareholder's Equity

Long-term debt                                   $ 8,185,635     $ 6,301,433
Short-term notes payable:
  Commercial paper                                 3,984,400       4,853,520
  Notes payable to banks                              60,000            -
Insurance claims and policyholder
  liabilities                                        465,501         495,588
Other liabilities                                    577,303         452,354
Accrued taxes                                         55,277          74,200

Total liabilities                                 13,328,116      12,177,095

Shareholder's equity:
  Common stock                                         1,000           1,000
  Additional paid-in capital                         912,935         880,594
  Accumulated other comprehensive loss               (77,539)        (61,687)
  Retained earnings                                  626,445         534,652

Total shareholder's equity                         1,462,841       1,354,559

Total liabilities and shareholder's equity       $14,790,957     $13,531,654




See Notes to Condensed Consolidated Financial Statements.
<PAGE> 5

              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
              Condensed Consolidated Statements of Cash Flows
                                (Unaudited)



                                                       Nine Months Ended
                                                         September 30,
                                                       2002          2001
                                                     (dollars in thousands)

Cash Flows from Operating Activities
Net income                                          $  238,789    $  158,935
Reconciling adjustments:
  Provision for finance receivable losses              215,315       193,950
  Depreciation and amortization                        109,415       110,393
  Deferral of finance receivable origination
    costs                                              (44,080)      (42,401)
  Deferred income tax charge (benefit)                   8,865       (26,082)
  Change in other assets and other liabilities          48,876        26,724
  Change in insurance claims and policyholder
    liabilities                                        (30,087)      (18,012)
  Change in taxes receivable and payable               (48,449)       30,306
  Other charges                                           -           78,297
  Other, net                                             7,478         7,636
  Net cash provided by operating activities            506,122       519,746

Cash Flows from Investing Activities
  Finance receivables originated or purchased       (5,944,368)   (4,571,783)
  Principal collections on finance receivables       4,603,854     4,430,703
  Disposition of American General Bank, FSB               -          (39,998)
  Investment securities purchased                     (506,049)     (753,529)
  Investment securities called and sold                457,858       729,957
  Investment securities matured                         22,975         9,880
  Change in premiums on finance receivables
    purchased and deferred charges                     (59,806)      (16,498)
  Other, net                                            (9,145)      (10,552)
Net cash used for investing activities              (1,434,681)     (221,820)

Cash Flows from Financing Activities
  Proceeds from issuance of long-term debt           2,922,962     1,591,966
  Repayment of long-term debt                       (1,042,490)     (835,195)
  Change in deposits                                      -           28,924
  Change in short-term notes payable                  (809,120)     (901,536)
  Capital contribution from parent                      33,000          -
  Dividends paid                                      (146,996)     (178,297)
Net cash provided by (used for) financing
  activities                                           957,356      (294,138)

Increase in cash and cash equivalents                   28,797         3,788
Cash and cash equivalents at beginning of period       179,002       163,895
Cash and cash equivalents at end of period          $  207,799    $  167,683

Supplemental Disclosure of Cash Flow
  Information
    Income taxes paid                               $  171,981    $   84,438
    Interest paid                                   $  397,125    $  498,557




See Notes to Condensed Consolidated Financial Statements.
<PAGE> 6

              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
         Condensed Consolidated Statements of Comprehensive Income
                                (Unaudited)



                                  Three Months Ended      Nine Months Ended
                                     September 30,          September 30,
                                   2002        2001        2002       2001
                                           (dollars in thousands)


Net income                       $ 83,236    $ 24,168    $238,789   $158,935

Other comprehensive loss:

  Net unrealized (losses) gains:
    Investment securities          29,024      20,091      34,424     15,241
    Interest rate swaps:
      Transition adjustment          -           -           -       (42,103)
      Current period              (80,029)    (97,694)   (141,453)  (127,111)
    Minimum pension liability        -           -           -          (535)

  Income tax effect:
    Investment securities         (10,807)     (7,002)    (12,049)    (5,304)
    Interest rate swaps:
      Transition adjustment          -           -           -        14,736
      Current period               28,009      34,193      49,508     44,490
    Minimum pension liability        -           -           -           187

  Net unrealized losses, net
   of tax                         (33,803)    (50,412)    (69,570)  (100,399)

  Reclassification adjustments
    for realized losses included
    in net income:
      Investment securities           911       1,516       2,595      4,986
      Interest rate swaps          24,851      18,241      80,047     35,135

  Income tax effect:
    Investment securities            (319)       (530)       (908)    (1,745)
    Interest rate swaps            (8,697)     (6,384)    (28,016)   (12,297)

  Realized losses included
    in net income, net of tax      16,746      12,843      53,718     26,079

Other comprehensive loss, net
  of tax                          (17,057)    (37,569)    (15,852)   (74,320)


Comprehensive income (loss)      $ 66,179    $(13,401)   $222,937   $ 84,615




See Notes to Condensed Consolidated Financial Statements.
<PAGE> 7

               AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
            Notes to Condensed Consolidated Financial Statements
                             September 30, 2002



Note 1.  Principles of Consolidation

American General Finance, Inc. will be referred to as "AGFI" or
collectively with its subsidiaries, whether directly or indirectly
owned, as the "Company" or "we".  We prepared our condensed
consolidated financial statements using accounting principles generally
accepted in the United States for interim periods.  The statements
include the accounts of AGFI and its subsidiaries, all of which are
wholly owned.  We eliminated all intercompany items.  AGFI is an
indirect, wholly owned subsidiary of American International Group, Inc.
(AIG).



Note 2.  Adjustments and Reclassifications

We made all adjustments, consisting only of normal recurring
adjustments, that we considered necessary for a fair statement of the
Company's condensed consolidated financial statements.  These
statements should be read in conjunction with the consolidated
financial statements and related notes included in our Annual Report on
Form 10-K for the year ended December 31, 2001.

To conform to the 2002 presentation, we reclassified certain items in
the prior period.



Note 3.  Accounting Change

On January 1, 2002, we adopted Statement of Financial Accounting
Standards (SFAS) 142, "Goodwill and Other Intangible Assets."  SFAS
142 provides that goodwill and other intangible assets with indefinite
lives are no longer to be amortized.  These assets are to be reviewed
for impairment annually, or more frequently if impairment indicators
are present.  Separable intangible assets that have finite lives will
continue to be amortized over their useful lives.  The amortization
provisions of SFAS 142 apply to goodwill and intangible assets acquired
after June 30, 2001.  Amortization of goodwill and intangible assets
acquired prior to July 1, 2001 continued through December 31, 2001.
During first quarter 2002, we determined that the required impairment
testing related to the Company's goodwill and other intangible assets
did not require a write-down of any such assets.  There has been no
indication of impairment since our review of the Company's goodwill
during the first quarter of 2002.
<PAGE> 8

The impact of goodwill amortization on net income was as follows:

                                 Three Months Ended      Nine Months Ended
                                   September 30,           September 30,
                                 2002          2001      2002          2001
                                           (dollars in thousands)

Reported net income             $ 83,236    $ 24,168    $238,789    $158,935
Goodwill amortization,
  net of tax                        -          1,220        -          4,007

Adjusted net income             $ 83,236    $ 25,388    $238,789    $162,942



Note 4.  Finance Receivables

Components of net finance receivables by type were as follows:

                                           September 30, 2002
                               Real        Non-real      Retail
                              Estate        Estate        Sales
                               Loans         Loans       Finance     Total
                                         (dollars in thousands)

Gross receivables            $8,838,471  $3,217,306  $1,532,547  $13,588,324
Unearned finance charges
  and points and fees          (150,817)   (418,139)   (178,342)    (747,298)
Accrued finance charges          72,283      38,761      13,611      124,655
Deferred origination costs       12,557      37,016        -          49,573
Premiums, net of discounts      131,923      12,847         236      145,006

Total                        $8,904,417  $2,887,791  $1,368,052  $13,160,260


                                            December 31, 2001
                               Real        Non-real      Retail
                              Estate        Estate        Sales
                               Loans         Loans       Finance     Total
                                         (dollars in thousands)

Gross receivables            $7,613,988  $3,274,716  $1,634,686  $12,523,390
Unearned finance charges
  and points and fees          (152,301)   (444,604)   (210,658)    (807,563)
Accrued finance charges          69,296      42,760      15,910      127,966
Deferred origination costs       10,787      37,645        -          48,432
Premiums, net of discounts       83,054      12,040         970       96,064

Total                        $7,624,824  $2,922,557  $1,440,908  $11,988,289
<PAGE> 9

Note 5.  Allowance for Finance Receivable Losses

Changes in the allowance for finance receivable losses were as follows:

                                 Three Months Ended      Nine Months Ended
                                   September 30,           September 30,
                                 2002          2001      2002          2001
                                           (dollars in thousands)

Balance at beginning of period  $449,603    $397,927    $448,251    $383,415
Provision for finance
  receivable losses               71,404      66,272     215,315     193,950
Allowance related to net
  acquired (sold) receivables     16,799        (200)     18,151       9,312
Charge-offs, net of recoveries   (71,404)    (66,272)   (215,315)   (188,950)
Other charges - additional
  provision                         -         25,000        -         25,000

Balance at end of period        $466,402    $422,727    $466,402    $422,727



Note 6.  Derivative Financial Instruments

Our principal borrowing subsidiary is American General Finance
Corporation (AGFC), a wholly owned subsidiary of AGFI. To protect
against interest rate fluctuations, AGFC uses derivative financial
instruments in managing the cost of its debt.  AGFC has generally
limited its use of derivative financial instruments to interest rate
swap agreements to reduce its exposure to market interest rate
increases by synthetically converting certain short-term or floating-
rate debt to a long-term fixed-rate.

We recognize the fair values of interest rate swap agreements in the
consolidated balance sheets.  Our interest rate swap agreements are
designated and qualify as cash flow hedges.  We report the effective
portion of the gain or loss on the instruments as a component of other
comprehensive income.

As an alternative to fixed-rate term debt, our interest rate swap
agreements did not have a material effect on other revenues, interest
expense, or net income during the nine months ended September 30, 2002
or 2001.



Note 7.  Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss were as follows:

                                         September 30,   December 31,
                                             2002            2001
                                            (dollars in thousands)

Net unrealized losses on interest
  rate swaps                             $(107,427)         $ (67,513)
Net unrealized gains on investment
  securities                                30,236              6,174
Net unrealized losses on minimum
  pension liability                           (348)              (348)

Accumulated other comprehensive loss     $ (77,539)         $ (61,687)
<PAGE> 10

Note 8.  Other Charges

In September 2001, we recorded one-time charges totaling $78.3 million
($50.9 million aftertax), resulting from AIG's and the Company's joint
assessment of the business environment and post-business combination
plans.  These charges recognized that certain assets had no future
economic benefit or ability to generate future revenues.  These costs
included asset impairment charges related to goodwill and customer base
intangibles that resulted from previous business acquisitions.  Also
included were certain adjustments associated with conforming the
Company's balances to AIG's accounting policies and methodologies, as
well as an increase in the allowance for finance receivable losses to
reflect AIG's and the Company's assumptions about the business
environment.



Note 9.  Segment Information

We have two business segments: consumer finance and insurance.  Our
segments are defined by the type of financial service product offered.
The consumer finance segment makes home equity loans, originates
secured and unsecured consumer loans, extends lines of credit, and
purchases retail sales contracts from, and provides revolving retail
services for, retail merchants.  We also purchase private label
receivables originated by an affiliate of ours under a participation
agreement.  To supplement our lending and retail sales financing
activities, we purchase portfolios of real estate loans, non-real
estate loans, and retail sales finance receivables.  We also offer
credit and non-credit insurance to our consumer finance customers.  The
insurance segment writes and assumes credit and non-credit insurance
through products that are offered principally by the consumer finance
segment.

The following tables display information about the Company's segments
as well as a reconciliation of total segment pretax income to the
condensed consolidated financial statement amounts.

For the three months ended September 30, 2002:

                              Consumer                       Total
                              Finance      Insurance       Segments
                                     (dollars in thousands)
Revenues:
  External:
    Finance charges          $  445,692     $   -        $  445,692
    Insurance                       241       47,598         47,839
    Other                        (4,049)      21,019         16,970
  Intercompany                   19,656      (18,868)           788
Pretax income                   120,197       22,831        143,028
<PAGE> 11

For the three months ended September 30, 2001:

                              Consumer                       Total
                              Finance      Insurance       Segments
                                     (dollars in thousands)
Revenues:
  External:
    Finance charges          $  451,589     $   -        $  451,589
    Insurance                       279       48,035         48,314
    Other                        (2,493)      21,983         19,490
  Intercompany                   19,698      (18,921)           777
Pretax income                    25,741       21,360         47,101


For the nine months ended September 30, 2002:

                              Consumer                       Total
                              Finance      Insurance       Segments
                                     (dollars in thousands)
Revenues:
  External:
    Finance charges          $1,336,106     $   -        $1,336,106
    Insurance                       760      140,629        141,389
    Other                       (12,391)      65,976         53,585
  Intercompany                   58,462      (56,154)         2,308
Pretax income                   345,908       65,893        411,801


For the nine months ended September 30, 2001:

                              Consumer                       Total
                              Finance      Insurance       Segments
                                     (dollars in thousands)
Revenues:
  External:
    Finance charges          $1,339,212     $   -        $1,339,212
    Insurance                       839      145,756        146,595
    Other                        (7,163)      69,536         62,373
  Intercompany                   60,148      (57,801)         2,347
Pretax income                   239,151       67,372        306,523


Reconciliations of total segment pretax income to the condensed
consolidated financial statement amounts were as follows:

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2002          2001      2002          2001
                                    (dollars in thousands)
Pretax income:
  Segments               $143,028    $ 47,101    $411,801    $306,523
  Corporate               (12,452)     (8,469)    (37,684)    (52,274)
  Adjustments              (1,327)     (1,110)     (3,322)     (5,429)

Total consolidated
  pretax income          $129,249    $ 37,522    $370,795    $248,820


Adjustments for pretax income include realized gains (losses) and
certain other investment revenue and pension expense.  Adjustments for
pretax income in 2001 also included the amortization of goodwill.
<PAGE> 12

Note 10.  Legal Contingencies

Satellite Dish Operations Bankruptcy

In August 1999, a subsidiary of the Company, A.G. Financial Service
Center, Inc. (Financial Service Center), formerly named American
General Financial Center, filed a voluntary petition to reorganize
under Chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court for the Southern District of Indiana.  The
decision to reorganize was necessitated by the judgment rendered
against Financial Service Center by a Mississippi state court in May
1999 in the amount of $167 million.  The filing for reorganization
under Chapter 11 was limited to Financial Service Center and was
intended to provide a fair and orderly process for managing the claims
against Financial Service Center.  Prior to the bankruptcy filing,
Financial Service Center had assets of approximately $7 million.

The plan of reorganization was confirmed by the bankruptcy court in
February 2001 and distribution under the plan is substantially
complete.  Certain creditors have appealed the confirmation of the
plan, but we do not expect their appeal to prevail.  We expect our
remaining recorded liability related to this matter to be sufficient to
cover the costs of the plan of reorganization.


Other

AGFI and certain of its subsidiaries are also parties to various other
lawsuits and proceedings, including certain class action claims,
arising in the ordinary course of business.  In addition, many of these
proceedings are pending in jurisdictions that permit damage awards
disproportionate to the actual economic damages alleged to have been
incurred.  Based upon information presently available, we believe that
the total amounts that will ultimately be paid arising from these
lawsuits and proceedings will not have a material adverse effect on our
consolidated results of operations or financial position.  However, 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 some jurisdictions, continues to create the
potential for an unpredictable judgment in any given suit.
<PAGE> 13

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


                 REPORT OF MANAGEMENT'S RESPONSIBILITY

The Company's management is responsible for the integrity and fair
presentation of our consolidated financial statements and all other
financial information presented in this report.  We prepared our
consolidated financial statements using accounting principles generally
accepted in the United States (GAAP).  We made estimates and
assumptions that affect amounts recorded in the financial statements
and disclosures of contingent assets and liabilities.  We have no
special purpose entities, limited partnerships or structured finance
transactions whose primary function is removing assets or liabilities
from the balance sheets.  Our only material off-balance sheet items are
our unused customer credit limits extended to certain of our finance
receivable customers; our operating leases representing annual rental
commitments for leased office space, automobiles, and data processing
and related equipment; and our commitments for further investments
under the limited partnerships which are part of the investment
securities portfolio of our insurance operations.

The Company's management is responsible for establishing and
maintaining an internal control structure and procedures for financial
reporting.  These systems are designed to provide reasonable assurance
that assets are safeguarded from loss or unauthorized use, that
transactions are recorded according to GAAP under management's
direction and that financial records are reliable to prepare financial
statements.  We support the internal control structure with careful
selection, training and development of qualified personnel.  The
Company's employees are subject to AIG's Code of Conduct designed to
assure that all employees perform their duties with honesty and
integrity.  We do not allow loans to executive officers.  The systems
include a documented organizational structure and policies and
procedures that we communicate throughout the Company. Our internal
auditors report directly to AIG to strengthen independence.  They
continually monitor the operation of our internal controls and report
their findings to the Company's management and AIG's internal audit
department.  We take prompt action to correct control deficiencies and
address opportunities for improving the system.  The Company's
management assesses the adequacy of our internal control structure
quarterly.  Based on these assessments, management has concluded that
the internal control structure and the procedures for financial
reporting have functioned effectively and that the consolidated
financial statements fairly present our consolidated financial position
and the results of our operations for the periods presented.
<PAGE> 14

                      FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and our other publicly available
documents may include, and the Company's officers and representatives
may from time to time make, statements which may constitute "forward-
looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.  These statements are not historical
facts but instead represent only our belief regarding future events,
many of which are inherently uncertain and outside of our control.
These statements may address, among other things, the Company's
strategy for growth, product development, regulatory approvals, market
position, financial results and reserves.  The Company's actual results
and financial condition may differ, possibly materially, from the
anticipated results and financial condition indicated in these forward-
looking statements.  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 products and distribution
        channels or changes in contractual delinquencies, collateral
        values, or credit losses;
     *  competitive, regulatory, accounting, or tax changes that
        affect the cost of, or demand for, our products or the manner
        in which we conduct business;
     *  adverse litigation results or resolution of litigation or any
        governmental inquiries or investigations;
     *  the formation of strategic alliances or business combinations
        among our competitors or our business partners;
     *  changes in our ability to attract and retain employees or key
        executives; and
     *  natural events affecting Company facilities.

Readers are also directed to other risks and uncertainties discussed in
other documents we file with the Securities and Exchange Commission.
We are under no obligation to (and expressly disclaim any such
obligation to) update or alter any forward-looking statement, whether
written or oral, that may be made from time to time, whether as a
result of new information, future events or otherwise.



                     CRITICAL ACCOUNTING POLICIES

We believe the amount of the allowance for finance receivable losses is
the most significant estimate we make.  We establish the allowance for
finance receivable losses primarily through the provision for finance
receivable losses charged to expense.  During each quarter, we evaluate
our finance receivable portfolio to determine the appropriate level of
the allowance for finance receivable losses.  This policy is discussed
in greater detail in Note 2. of the Notes to Consolidated Financial
Statements in our Annual Report on Form 10-K for the year ended
December 31, 2001.  In our opinion, the allowance is adequate to absorb
losses inherent in our existing portfolio.
<PAGE> 15

                    LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our sources of funds include operations, issuances of long-term debt,
short-term borrowings in the commercial paper market, and borrowings
from banks under credit facilities.  AGFI has also historically
received capital contributions from its parent to support finance
receivable growth and maintain targeted leverage.

Principal sources and uses of cash were as follows:

                                               Nine Months Ended
                                                 September 30,
                                              2002           2001
                                             (dollars in millions)
Principal sources of cash:
  Net issuance of debt                       $1,071.4     $     -
  Operations                                    506.1        519.7
  Capital contribution                           33.0           -

  Total                                      $1,610.5     $  519.7


Principal uses of cash:
  Net originations and purchases
    of finance receivables                   $1,340.5     $  141.1
  Net repayment of debt                            -         115.8
  Dividends paid                                147.0        178.3

  Total                                      $1,487.5     $  435.2


We believe that our overall sources of liquidity will continue to be
sufficient to satisfy our foreseeable financial obligations and
operational requirements.  The principal risk factors that could
decrease our sources of liquidity are delinquent payments from our
customers and our inability to access capital markets.  The principal
factors that could increase our cash needs are significant increases in
net originations and purchases of finance receivables.  We intend to
mitigate liquidity risk factors by continuing to operate the Company
within the following strategies:

     *  maintain a finance receivable portfolio comprised mostly of
        real estate loans, which generally represent a lower risk of
        customer non-payment;
     *  originate and monitor finance receivables with our proprietary
        credit risk management system;
     *  maintain an investment securities portfolio of predominantly
        investment grade, liquid securities; and
     *  maintain a capital structure appropriate to our asset base.

Management believes that consistent execution of our business
strategies should result in continued profitability, strong credit
ratings, and investor confidence.  These results should allow continued
access to capital markets for issuances of our commercial paper and
term debt.  We maintain committed bank credit facilities to provide an
additional source of liquidity for needs potentially not met through
capital markets.
<PAGE> 16

Capital Resources
                                                September 30,
                                             2002           2001
                                            (dollars in millions)

Long-term debt                             $ 8,185.6     $ 6,430.2
Short-term debt                              4,044.4       4,187.0

Total debt                                  12,230.0      10,617.2
Equity                                       1,462.9       1,532.2

Total capital                              $13,692.9     $12,149.4

Net finance receivables                    $13,160.3     $11,618.6
Debt to tangible equity ratio                  8.87x         7.37x


Our capital varies with the level of net finance receivables.  The
capital mix of debt and equity is based primarily upon maintaining
leverage that supports cost-effective funding.

We issue a combination of fixed-rate debt, principally long-term, and
floating-rate debt, principally short-term.  AGFC obtains our fixed-
rate funding through public issuances of long-term debt with maturities
generally ranging from two to ten years.  AGFI and AGFC obtain most of
our floating-rate funding effectively through sales and refinancing of
commercial paper.  Commercial paper, with maturities ranging from 1 to
270 days, is sold to banks, insurance companies, corporations, and
other accredited investors.  AGFC also sells extendible commercial
notes with initial maturities of up to 90 days, which may be extended
by AGFC to 390 days.  At September 30, 2002, commercial paper included
$437.5 million of extendible commercial notes.

Until fourth quarter 2001, AGFI paid dividends to (or received capital
contributions from) its parent to manage our leverage of debt to
tangible equity (equity less goodwill and accumulated other
comprehensive income) to 7.5 to 1.  At the end of fourth quarter 2001,
following discussions with credit rating agencies, we increased our
leverage target to 9.0 to 1.  This increase was based on our success
with managing credit risk and maintaining a lower risk finance
receivable portfolio.  We intend to continue these practices.  AGFI's
ability to pay dividends is substantially dependent on the receipt of
dividends or other funds from its subsidiaries, primarily AGFC.  An
AGFC financing agreement limits the amount of dividends AGFC may pay.
This agreement has not prevented us from managing our capital to
targeted leverage.


Credit Facilities

We participate in credit facilities to support the issuance of
commercial paper and to provide an additional source of funds for
operating requirements.  At September 30, 2002, AGFC had committed
credit facilities totaling $3.0 billion, including a facility under
which AGFI is an eligible borrower for up to $300 million.  The annual
commitment fees for the facilities currently average 0.07% and are
based upon AGFC's long-term credit ratings.

At September 30, 2002, AGFI and certain of its subsidiaries also had
uncommitted credit facilities totaling $171 million which could be
increased depending upon lender ability to participate its loans under
the facilities.
<PAGE> 17

Available borrowings under all facilities are reduced by any
outstanding borrowings.  At September 30, 2002, AGFI's outstanding
borrowings totaled $60 million.  There were no amounts outstanding at
September 30, 2001.  AGFC guarantees its subsidiary borrowings under
uncommitted credit facilities.  AGFC does not guarantee any borrowings
of AGFI.



         ANALYSIS OF OPERATING RESULTS AND FINANCIAL CONDITION


Net Income
                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2002          2001      2002          2001
                                      (dollars in millions)

Net income                $ 83.2        $ 24.2    $238.8        $158.9
Return on average
  assets (annualized)      2.40%          .72%     2.34%         1.57%
Return on average
  equity (annualized)     23.85%         6.00%    22.99%        13.13%
Ratio of earnings to
  fixed charges                                    1.87x         1.49x


Net income for the three months and nine months ended September 30,
2001 included charges of $78.3 million ($50.9 million aftertax)
resulting from our review of our businesses and the assets supporting
those businesses, as well as the adoption of AIG's accounting policies
and methodologies, in connection with AIG's indirect acquisition of the
Company.  See Note 8. of the Notes to Condensed Consolidated Financial
Statements for further information on these charges.

Including these non-recurring charges, net income increased $59.0
million, or 244%, for the three months ended September 30, 2002 and
$79.9 million, or 50%, for the nine months ended September 30, 2002
when compared to the same periods in 2001.  Excluding these non-
recurring charges, net income increased $8.1 million, or 11%, for the
three months ended September 30, 2002 and $29.0 million, or 14%, for
the nine months ended September 30, 2002 when compared to the same
periods in 2001.  See Note 9. of the Notes to Condensed Consolidated
Financial Statements for information on the results of the Company's
business segments.

Net income for 2002 did not include goodwill amortization due to the
adoption of SFAS 142 on January 1, 2002.  Net income included goodwill
amortization of $1.9 million for the three months and $6.2 million for
the nine months ended September 30, 2001.
<PAGE> 18

Factors that specifically affected the Company's operating results were
as follows:


Finance Charges
                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2002          2001      2002          2001
                                      (dollars in millions)

Finance charges           $   427.5  $   432.0    $ 1,274.2  $ 1,283.0
Average net receivables   $12,324.5  $11,740.4    $12,072.8  $11,755.4
Yield                        13.79%     14.63%       14.10%     14.58%


Finance charges decreased $4.5 million, or 1%, for the three months
ended September 30, 2002 and $8.8 million, or 1%, for the nine months
ended September 30, 2002 when compared to the same periods in 2001
reflecting lower yield, partially offset by higher average net
receivables.

Average net receivables by type were as follows:

                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2002          2001      2002          2001
                                      (dollars in millions)

Real estate loans         $ 8,144.7  $ 7,368.2    $ 7,868.3  $ 7,379.6
Non-real estate loans       2,841.9    2,954.9      2,837.4    2,963.7
Retail sales finance        1,337.9    1,417.3      1,367.1    1,412.1
  Total                   $12,324.5  $11,740.4    $12,072.8  $11,755.4


Average net receivables increased $584.1 million, or 5%, for the three
months ended September 30, 2002 and $317.4 million, or 3%, for the nine
months ended September 30, 2002 when compared to the same periods in
2001 reflecting real estate loan growth.  In response to a weakening
economy, we tightened lending underwriting standards last year and
discontinued relationships with certain less profitable retail
merchants.  These factors, coupled with a sluggish economy since mid-
2001 and declining market interest rates, have led to higher
liquidations and limited opportunities to outpace such liquidations
with finance receivable originations.  We supplemented originations
with portfolio acquisitions, including the third quarter 2002 purchases
of $1.1 billion of real estate loans.

Yield by type of finance receivable was as follows:

                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2002          2001      2002          2001

Real estate loans         11.01%        11.85%    11.25%        11.86%
Non-real estate loans     21.39         21.67     21.70         21.59
Retail sales finance      14.55         14.41     14.75         14.12
  Total                   13.79         14.63     14.10         14.58
<PAGE> 19

Yield decreased 84 basis points for the three months ended September
30, 2002 and 48 basis points for the nine months ended September 30,
2002 when compared to the same periods in 2001 primarily reflecting a
lower real estate loan yield resulting from the low interest rate
environment.


Insurance Revenues
                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2002          2001      2002          2001
                                      (dollars in millions)

Insurance revenues        $ 47.8        $ 48.3    $141.4        $146.6
Premiums earned           $ 47.2        $ 47.7    $139.8        $144.9
Insurance revenues
  (annualized) as a
  percentage of average
  net receivables          1.55%         1.65%     1.56%         1.66%


Insurance revenues decreased $.5 million, or 1%, for the three months
ended September 30, 2002 and $5.2 million, or 4%, for the nine months
ended September 30, 2002 when compared to the same periods in 2001
primarily due to lower earned premiums.  Earned premiums decreased due
to lower premium volume.

Insurance revenues as a percentage of average net receivables decreased
for the three months and nine months ended September 30, 2002 when
compared to the same periods in 2001 reflecting a higher proportion of
average net receivables that are real estate loans.  Our experience is
that customers purchase fewer insurance products on real estate loans
than on non-real estate loans.


Other Revenues
                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2002          2001      2002          2001
                                      (dollars in millions)

Other revenues            $ 19.9        $ 22.4    $ 66.1        $ 68.1
Investment revenue        $ 20.3        $ 20.4    $ 64.4        $ 64.6


Other revenues decreased $2.5 million, or 11%, for the three months
ended September 30, 2002 and $2.0 million, or 3%, for the nine months
ended September 30, 2002 when compared to the same periods in 2001
primarily due to lower revenue on mortgage warehouse lending activity,
partially offset by higher service fee income with a non-subsidiary
affiliate.  During first quarter 2002, we discontinued the operations
of our mortgage warehouse lending subsidiary.
<PAGE> 20

Interest Expense
                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2002          2001      2002          2001
                                      (dollars in millions)

Interest expense          $   135.9  $   157.2    $   411.7  $   491.0
Average borrowings        $11,358.3  $10,735.2    $11,146.0  $10,747.6
Borrowing cost                4.78%      5.84%        4.93%      6.09%


Interest expense decreased $21.3 million, or 14%, for the three months
ended September 30, 2002 and $79.3 million, or 16%, for the nine months
ended September 30, 2002 when compared to the same periods in 2001
primarily due to lower borrowing cost, partially offset by higher
average borrowings.  Borrowing cost decreased 106 basis points for the
three months ended September 30, 2002 and 116 basis points for the nine
months ended September 30, 2002 when compared to the same periods in
2001.  Federal Reserve actions lowered the federal funds rate a total
of 475 basis points between December 2000 and December 2001 resulting
in a low market rate environment.  These actions resulted in lower
rates on short-term and long-term debt.  Average borrowings increased
$623.1 million, or 6%, for the three months ended September 30, 2002
and $398.4 million, or 4%, for the nine months ended September 30, 2002
when compared to the same periods in 2001 primarily to support real
estate loan growth and our increase in leverage.


Operating Expenses
                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2002          2001      2002          2001
                                      (dollars in millions)

Operating expenses        $139.4        $142.0    $422.9        $420.0
Operating expenses
  (annualized) as a
  percentage of average
  net receivables          4.53%         4.84%     4.67%         4.76%


Operating expenses decreased $2.6 million, or 2%, for the three months
ended September 30, 2002 and increased $2.9 million, or 1%, for the
nine months ended September 30, 2002 when compared to the same periods
in 2001.  The decrease in operating expenses for the three months ended
September 30, 2002 reflected lower litigation expenses and the absence
of goodwill amortization in 2002.  The increase in operating expenses
for the nine months ended September 30, 2002 reflected higher salaries
and administrative expenses allocated from AIG, partially offset by the
absence of goodwill amortization in 2002.  The increase in salaries
reflected higher competitive compensation.  The decrease in operating
expenses as a percentage of average net receivables for the three
months and nine months ended September 30, 2002 when compared to the
same periods in 2001 reflected controlled operating expenses and
moderate finance receivable growth.
<PAGE> 21

Provision for Finance Receivable Losses
                                                     At or for the
                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2002          2001      2002          2001
                                      (dollars in millions)

Provision for finance
  receivable losses       $ 71.4        $ 66.3    $215.3        $194.0
Net charge-offs           $ 71.4        $ 66.3    $215.3        $189.0
60 day+ delinquency                               $504.3        $432.4
Allowance for finance
  receivable losses                               $466.4        $422.7


Provision for finance receivable losses increased $5.1 million, or 8%,
for the three months ended September 30, 2002 and $21.3 million, or
11%, for the nine months ended September 30, 2002 when compared to the
same periods in 2001 primarily due to higher net charge-offs.

Charge-off ratios by type of finance receivable were as follows:

                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2002          2001      2002          2001

Real estate loans         0.64%          0.67%    0.65%          0.65%
Non-real estate loans     6.70           5.94     6.76           5.59
Retail sales finance      3.40           2.80     3.26           2.69
  Total                   2.35           2.25     2.39           2.14


The increase in the charge-off ratio for the three months and nine
months ended September 30, 2002 when compared to the same periods in
2001 was primarily due to higher net charge-offs on non-real estate
loans and retail sales finance receivables reflecting slowing economic
conditions.

Delinquency ratios by type of finance receivable were as follows:

                                          September 30,
                                       2002           2001

Real estate loans                     3.26%           3.24%
Non-real estate loans                 5.44            4.83
Retail sales finance                  2.69            2.33
  Total                               3.71            3.55


The increase in the delinquency ratio at September 30, 2002 when
compared to September 30, 2001 also reflected slowing economic
conditions.
<PAGE> 22

Statistics relating to the allowance for finance receivable losses were
as follows:

                                                     At or for the
                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2002          2001      2002          2001

Allowance ratio                                   3.54%          3.64%
Charge-off coverage       1.63x          1.59x    1.62x          1.68x


During each quarter, we evaluate our finance receivable portfolio to
determine the appropriate level of the allowance for finance receivable
losses.  We believe the amount of the allowance for finance receivable
losses is the most significant estimate we make.  In our opinion, the
allowance is adequate to absorb losses inherent in our existing
portfolio.  The increase in the allowance for finance receivable losses
at September 30, 2002 when compared to September 30, 2001 was due to:

     *  increases to the allowance for finance receivable losses
        through the provision for finance receivable losses during the
        last twelve months totaling $20.0 million (this increase was
        necessary in response to our increased delinquency and net
        charge-offs and the higher levels of both unemployment and
        personal bankruptcies in the United States);
     *  increases to the allowance for finance receivable losses
        during the last twelve months totaling $23.7 million resulting
        from applying purchase accounting to net portfolio
        acquisitions.

Charge-off coverage, which compares the allowance for finance
receivable losses to net charge-offs (annualized), improved slightly
for the three months ended September 30, 2002 and decreased slightly
for the nine months ended September 30, 2002 when compared to the same
periods in 2001.  The slightly lower charge-off coverage for the nine
months ended September 30, 2002 reflected higher net charge-offs,
substantially offset by increases to allowance for finance receivable
losses.


Insurance Losses and Loss Adjustment Expenses

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2002          2001      2002          2001
                                     (dollars in millions)

Claims incurred          $ 19.4        $ 22.3    $ 62.7        $ 66.5
Change in benefit
  reserves                 (0.2)         (0.8)     (1.7)         (0.8)

Insurance losses and
  loss adjustment
  expenses               $ 19.2        $ 21.5    $ 61.0        $ 65.7
<PAGE> 23

Insurance losses and loss adjustment expenses decreased $2.3 million,
or 11%, for the three months ended September 30, 2002 and $4.7 million,
or 7%, for the nine months ended September 30, 2002 when compared to
the same periods in 2001 primarily due to decreases in claims incurred.
Claims incurred decreased $2.9 million for the three months ended
September 30, 2002 and $3.8 million for the nine months ended September
30, 2002 primarily due to decreases in claim reserves, partially offset
by increases in claims paid.


Other Charges

In third quarter 2001, we recorded charges of $78.3 million ($50.9
million aftertax) resulting from our review of our businesses and the
assets supporting those businesses, as well as the adoption of AIG's
accounting policies and methodologies, in connection with AIG's
indirect acquisition of the Company.  See Note 8. of the Notes to
Condensed Consolidated Financial Statements for further information on
these charges.


Provision for Income Taxes

                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2002          2001      2002          2001
                                      (dollars in millions)

Provision for income
  taxes                   $ 46.0        $ 13.4    $132.0        $ 89.9
Pretax income             $129.2        $ 37.5    $370.8        $248.8
Effective income
  tax rate                35.60%        35.59%    35.60%        36.12%


The provision for income taxes increased $32.6 million, or 245%, for
the three months ended September 30, 2002 and $42.1 million, or 47%,
for the nine months ended September 30, 2002 when compared to the same
periods in 2001 primarily due to higher taxable income resulting from
the other charges of $78.3 million in third quarter 2001.


Asset/Liability Management

We manage anticipated cash flows of our assets and liabilities,
principally our finance receivables and debt, in an effort to reduce
the risk associated with unfavorable changes in interest rates.
Management determines the mix of fixed-rate and floating-rate debt
based, in part, on the nature of the finance receivables being
supported.  We limit our exposure to market interest rate increases by
fixing interest rates that we pay for term periods.  The primary way we
accomplish this is by issuing fixed-rate debt.  To supplement fixed-
rate debt issuances, AGFC also uses interest rate swap agreements to
synthetically create fixed-rate, long-term debt by altering the nature
of certain floating-rate funding, thereby limiting our exposure to
market interest rate increases.  Including the effect of interest rate
swap agreements that effectively converted short-term or floating-rate
debt to a long-term fixed rate, floating-rate debt represented 37% of
our average borrowings for the three months and 35% for the nine months
ended September 30, 2002 compared to 28% for the three months ended
September 30, 2001 and 33% for the nine months ended September 30,
2001.
<PAGE> 24

Item 4.  Controls and Procedures.

(a)  Evaluation of disclosure controls and procedures.  The
     conclusions of our principal executive officer and principal
     financial officer about the effectiveness of the Company's
     disclosure controls and procedures based on their evaluation of
     these controls and procedures within 90 days prior to the filing
     of this Form 10-Q are as follows:

     The Company's disclosure controls and procedures are designed to
     ensure that information required to be disclosed by the Company
     is recorded, processed, summarized and reported within required
     timeframes.  The Company's disclosure controls and procedures
     include controls and procedures designed to ensure that
     information required to be disclosed is accumulated and
     communicated to the Company's management, including its principal
     executive officer and principal financial officer, as appropriate
     to allow timely decisions regarding required disclosure.

     The Company's management, including its principal executive
     officer and principal financial officer, assesses the adequacy of
     our disclosure controls and procedures quarterly.  Based on these
     assessments, the Company's principal executive officer and
     principal financial officer have concluded that the disclosure
     controls and procedures have functioned effectively and that the
     consolidated financial statements fairly present our consolidated
     financial position and the results of our operations for the
     periods presented.

(b)  Changes in internal control.  There were no significant changes
     in the Company's internal controls or in other factors that could
     significantly affect these controls subsequent to the date of
     management's most recent evaluation, including any corrective
     actions with regard to any significant deficiencies and material
     weaknesses.



                      PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

See Note 10. of the Notes to Condensed Consolidated Financial
Statements in Part I of this Form 10-Q.


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

(a)  Exhibits.

     (12)  Computation of Ratio of Earnings to Fixed Charges.

(b)  Reports on Form 8-K.

     No Current Reports on Form 8-K were filed during the third
     quarter of 2002.
<PAGE> 25

                              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 FINANCE, INC.
                                          (Registrant)


Date:  November 8, 2002          By  /s/ Donald R. Breivogel, Jr.
                                         Donald R. Breivogel, Jr.
                                     Senior Vice President and Chief
                                       Financial Officer
                                     (Duly Authorized Officer and
                                       Principal Financial Officer)
<PAGE> 26

                            Certifications


I, Frederick W. Geissinger, Chairman, Chief Executive Officer, and
President certify that:

1.  I have reviewed this quarterly report on Form 10-Q of American
    General Finance, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any
    untrue statement of a material fact or omit to state a material
    fact necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report;

3.  Based on my knowledge, the financial statements, and other
    financial information included in this quarterly report, fairly
    present in all material respects the financial condition, results
    of operations and cash flows of the registrant as of, and for,
    the periods presented in this quarterly report;

4.  The registrant's other certifying officer and I are responsible
    for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
    for the registrant and we have:

    a)  designed such disclosure controls and procedures to ensure
        that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us
        by others within those entities, particularly during the
        period in which this quarterly report is being prepared;

    b)  evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to
        the filing date of this quarterly report (the "Evaluation
        Date"); and

    c)  presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures
        based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed,
    based on our most recent evaluation, to the registrant's auditors
    and the audit committee of registrant's board of directors (or
    persons performing the equivalent function):

    a)  all significant deficiencies in the design or operation of
        internal controls which could adversely affect the
        registrant's ability to record, process, summarize and
        report financial data and have identified for the
        registrant's auditors any material weaknesses in internal
        controls; and

    b)  any fraud, whether or not material, that involves management
        or other employees who have a significant role in the
        registrant's internal controls; and
<PAGE> 27

6.  The registrant's other certifying officer and I have indicated in
    this quarterly report whether or not there were significant
    changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of
    our most recent evaluation, including any corrective actions with
    regard to significant deficiencies and material weaknesses.


Date: November 8, 2002


/s/ Frederick W. Geissinger
    Frederick W. Geissinger
Chairman, Chief Executive
  Officer, and President
<PAGE> 28

                            Certifications


I, Donald R. Breivogel, Jr., Senior Vice President and Chief Financial
Officer, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of American
    General Finance, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any
    untrue statement of a material fact or omit to state a material
    fact necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report;

3.  Based on my knowledge, the financial statements, and other
    financial information included in this quarterly report, fairly
    present in all material respects the financial condition, results
    of operations and cash flows of the registrant as of, and for,
    the periods presented in this quarterly report;

4.  The registrant's other certifying officer and I are responsible
    for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
    for the registrant and we have:

    a)  designed such disclosure controls and procedures to ensure
        that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us
        by others within those entities, particularly during the
        period in which this quarterly report is being prepared;

    b)  evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to
        the filing date of this quarterly report (the "Evaluation
        Date"); and

    c)  presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures
        based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed,
    based on our most recent evaluation, to the registrant's auditors
    and the audit committee of registrant's board of directors (or
    persons performing the equivalent function):

    a)  all significant deficiencies in the design or operation of
        internal controls which could adversely affect the
        registrant's ability to record, process, summarize and
        report financial data and have identified for the
        registrant's auditors any material weaknesses in internal
        controls; and

    b)  any fraud, whether or not material, that involves management
        or other employees who have a significant role in the
        registrant's internal controls; and
<PAGE> 29

6.  The registrant's other certifying officer and I have indicated in
    this quarterly report whether or not there were significant
    changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of
    our most recent evaluation, including any corrective actions with
    regard to significant deficiencies and material weaknesses.


Date: November 8, 2002


/s/ Donald R. Breivogel, Jr.
    Donald R. Breivogel, Jr.
Senior Vice President and
  Chief Financial Officer
<PAGE> 30

                             Exhibit Index


Exhibit

 (12)      Computation of Ratio of Earnings to Fixed Charges.