SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q


(Mark One)

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

For the quarterly period ended               June 30, 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 1-7422


                       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 August 13, 1999, there were 2,000,000 shares of the registrant's  common
stock, $.50 par value, outstanding.

<PAGE>
<PAGE> 2

                        PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


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

<CAPTION>
                               Three Months Ended      Six Months Ended
                                     June 30,               June 30,
                                 1999       1998        1999       1998
                                         (dollars in thousands)
<S>                            <C>        <C>         <C>        <C>
Revenues
  Finance charges              $356,031   $331,712    $713,425   $658,464
  Insurance                      45,593     44,379      88,527     87,340
  Other                          22,567     20,003      44,875     38,955

Total revenues                  424,191    396,094     846,827    784,759

Expenses
  Interest expense              138,835    124,016     276,380    245,718
  Operating expenses            131,036    126,758     264,705    251,550
  Provision for finance
    receivable losses            48,088     50,902      99,898     99,907
  Insurance losses and loss
    adjustment expenses          19,561     21,731      39,434     43,768

Total expenses                  337,520    323,407     680,417    640,943

Income before provision for
  income taxes                   86,671     72,687     166,410    143,816

Provision for Income Taxes       31,557     27,506      60,589     54,413


Net Income                     $ 55,114   $ 45,181    $105,821   $ 89,403


<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE>
<PAGE> 3
<TABLE>
              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
                   Condensed Consolidated Balance Sheets
                                (Unaudited)

<CAPTION>
                                              June 30,     December 31,
                                                1999            1998
                                               (dollars in thousands)
<S>                                          <C>             <C>
Assets

Finance receivables, net of unearned
  finance charges:
    Real estate loans                        $ 6,218,124     $ 5,757,185
    Non-real estate loans                      2,496,175       2,560,565
    Retail sales finance                       1,244,373       1,339,367

Net finance receivables                        9,958,672       9,657,117
Allowance for finance receivable
  losses                                        (385,718)       (382,450)
Net finance receivables, less allowance
  for finance receivable losses                9,572,954       9,274,667

Investment securities                            988,421         996,599
Cash and cash equivalents                        177,825         148,002
Other assets                                     793,189         753,655

Total assets                                 $11,532,389     $11,172,923


Liabilities and Shareholder's Equity

Long-term debt                               $ 5,443,026     $ 5,176,965
Short-term notes payable:
  Commercial paper                             3,560,362       3,485,648
  Banks and other                                181,300         198,000
Bank deposits                                     49,017           1,874
Insurance claims and policyholder
  liabilities                                    441,478         437,079
Other liabilities                                386,799         348,866
Accrued taxes                                     22,293          21,086

Total liabilities                             10,084,275       9,669,518

Shareholder's equity:
  Common stock                                     1,000           1,000
  Additional paid-in capital                     822,497         822,497
  Accumulated other comprehensive
    income                                        12,311          39,419
  Retained earnings                              612,306         640,489

Total shareholder's equity                     1,448,114       1,503,405

Total liabilities and shareholder's equity   $11,532,389     $11,172,923

<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE>
<PAGE> 4
<TABLE>
              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
              Condensed Consolidated Statements of Cash Flows
                                (Unaudited)
<CAPTION>
                                                       Six Months Ended
                                                           June 30,
                                                      1999          1998
                                                    (dollars in thousands)
<S>                                                 <C>         <C>
Cash Flows from Operating Activities
Net income                                          $  105,821  $   89,403
Reconciling adjustments:
  Provision for finance receivable losses               99,898      99,907
  Depreciation and amortization                         63,628      48,340
  Deferral of finance receivable origination costs     (25,421)    (21,833)
  Deferred income tax charge                             3,657       4,090
  Change in other assets and other liabilities           5,283      22,709
  Change in insurance claims and
    policyholder liabilities                             4,399      (4,064)
  Change in taxes receivable and payable                 1,546        (155)
  Other, net                                            24,042      (7,381)
Net cash provided by operating activities              282,853     231,016

Cash Flows from Investing Activities
  Finance receivables originated or purchased       (2,921,400) (3,069,098)
  Principal collections on finance receivables       2,513,266   2,352,989
  Acquisition of Standard Pacific Savings, F.A.         44,528        -
  Investment securities purchased                     (173,355)   (103,503)
  Investment securities called, matured and sold       123,842      82,058
  Change in premiums on finance receivables
    purchased and deferred charges                     (12,947)    (65,746)
  Other, net                                           (16,328)     (3,716)
Net cash used for investing activities                (442,394)   (807,016)

Cash Flows from Financing Activities
  Proceeds from issuance of long-term debt             454,867     872,760
  Repayment of long-term debt                         (190,729)   (631,923)
  Change in investment certificates                      1,216        (465)
  Change in short-term notes payable                    58,014     355,583
  Capital contribution from parent                        -         14,000
  Dividends paid                                      (134,004)    (31,601)
Net cash provided by financing activities              189,364     578,354

Increase in cash and cash equivalents                   29,823       2,354
Cash and cash equivalents at beginning of period       148,002     105,695
Cash and cash equivalents at end of period          $  177,825  $  108,049

Supplemental Disclosure of Cash Flow Information
  Income taxes paid                                 $   55,679  $   26,052
  Interest paid                                     $  264,918  $  240,265

<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE>
<PAGE> 5
<TABLE>
              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
         Condensed Consolidated Statements of Comprehensive Income
                                (Unaudited)

<CAPTION>
                               Three Months Ended      Six Months Ended
                                     June 30,               June 30,
                                 1999       1998        1999       1998
                                         (dollars in thousands)
<S>                            <C>        <C>         <C>        <C>
Net income                     $ 55,114   $ 45,181    $105,821   $ 89,403

Other comprehensive income:
  Net unrealized (losses)
    gains on investment
    securities                  (25,086)     2,147     (40,744)       820
  Income tax effect               8,842       (751)     14,336       (287)

  Net unrealized (losses)
    gains on investment
    securities, net of tax      (16,244)     1,396     (26,408)       533

  Reclassification adjustment
    for realized gains
    included in net income         (654)       (92)       (959)       (94)
  Income tax effect                 166         32         259         33

  Realized gains included in
    net income, net of tax         (488)       (60)       (700)       (61)

Other comprehensive (loss)
  income, net of tax            (16,732)     1,336     (27,108)       472


Comprehensive income           $ 38,382   $ 46,517    $ 78,713   $ 89,875


<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE>
<PAGE> 6

              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
            Notes to Condensed Consolidated Financial Statements
                               June 30, 1999



Note 1.  Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have
been prepared  in accordance with generally  accepted accounting principles
for interim periods and  include the accounts of American  General Finance,
Inc. and its subsidiaries.  American General Finance, Inc. will be referred
to as "AGFI"  or collectively  with its subsidiaries,  whether directly  or
indirectly  owned, as the "Company".  The subsidiaries are all wholly-owned
and all intercompany  items have been eliminated.  Per share information is
not  included because AGFI is a wholly-owned subsidiary of American General
Corporation (American General).



Note 2.  Adjustments and Reclassifications

These  condensed consolidated financial statements include all adjustments,
consisting only of  normal recurring adjustments,  considered necessary  by
management for a fair presentation of the Company's consolidated  financial
position at June 30, 1999 and  December 31, 1998, its consolidated  results
of operations for the three months  and six months ended June 30, 1999  and
1998, its  consolidated cash flows for  the six months ended  June 30, 1999
and  1998, and its consolidated  comprehensive income for  the three months
and six  months ended June 30, 1999 and 1998.  These condensed consolidated
financial statements should  be read in  conjunction with the  consolidated
financial statements  and related  notes included  in the  Company's Annual
Report on Form 10-K for the year ended December 31, 1998.

To conform with  the 1999 presentation,  certain items in the  prior period
have been reclassified.



Note 3.  Accounting Changes

In  June  1998,  the  Financial Accounting  Standards  Board  (FASB) issued
Statement  of Financial  Accounting Standards  (SFAS) 133,  "Accounting for
Derivative  Instruments  and   Hedging  Activities,"  which   requires  all
derivative instruments to be recognized  at fair value as either assets  or
liabilities  in the  balance  sheet.    Changes  in the  fair  value  of  a
derivative instrument are to be reported as earnings or other comprehensive
income, depending upon the intended use of the derivative instrument.

In  June 1999,  the  FASB  issued  SFAS  137,  "Accounting  for  Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133,"  which defers the  effective date of  SFAS 133 for  one
year, to years beginning after  June 15, 2000.  Adoption of SFAS 133 is not
expected to have a material impact on the Company's consolidated results of
operations or financial position.

<PAGE>
<PAGE> 7

Note 4.  Derivative Financial Instruments

The Company's principal  borrowing subsidiary is  American General  Finance
Corporation  (AGFC), a wholly-owned subsidiary of AGFI.  AGFC makes limited
use of  derivative financial instruments to manage the cost of its debt and
is neither a dealer nor a trader in derivative financial instruments.  AGFC
has  generally  limited its  use  of  derivative financial  instruments  to
interest rate swap and treasury rate lock agreements.

AGFC uses interest  rate swap agreements to reduce  its exposure to adverse
future  fluctuations in  interest expense  rates by  effectively converting
certain  amounts of floating-rate debt to a  fixed-rate basis.  At June 30,
1999,  interest  rate  swap agreements  in  which  AGFC  contracted to  pay
interest  at fixed  rates and  receive interest  at floating  rates totaled
$985.0  million in  notional amount, with  a weighted  average pay  rate of
6.70% and a weighted average receive rate of 4.59%.

Treasury  rate lock agreements have been used  to hedge against the risk of
rising  interest rates  on  anticipated long-term  debt  issuances.   These
agreements  provide  for future  cash settlements  that  are a  function of
specified U.S.  Treasury rates.  At  June 30, 1999, there  were no treasury
rate lock agreements in effect.

AGFC's use of interest rate swap and treasury rate lock  agreements did not
have a material effect on  the Company's weighted average interest rate  or
reported interest expense in the first six months of 1999 or 1998.



Note 5.  Tax Return Examinations

The Company is  part of  the consolidated  Federal  income tax return  that
American  General and the majority of its  subsidiaries file.  The Internal
Revenue  Service (IRS) has completed examinations of American General's tax
returns through  1988.   During 1999, American  General and the IRS reached
a settlement  of all  contested  issues  through 1988, which resulted  in a
change in  the tax  basis of assets  acquired in  a 1988  taxable  purchase
business  combination.   To reflect  the new tax basis, the Company reduced
deferred tax liabilities by $70.3  million and reduced goodwill by the same
amount, in  accordance with  SFAS 109, "Accounting for  Income Taxes."  The
IRS is currently examining American General's tax  returns for 1989 through
1996.



Note 6.  Segment Information

The  Company  has  three segments:    consumer  branches,  centralized real
estate,  and insurance.    The Company's  segments  are managed  separately
because  they  offer different  financial service  products.   The consumer
branch operation  originates and acquires  home equity and  consumer loans,
extends  lines of credit, offers  retail sales financing  to merchants, and
sells  credit  and non-credit  insurance  products.   The  centralized real
estate operation  acquires  individual  first  and  second  mortgage  loans
originated by  real  estate brokers  and purchases  portfolios of  mortgage
loans originated by various  real estate lenders.  The  insurance operation
writes and  assumes credit and  non-credit insurance through  products that
are sold principally by the consumer branches.

<PAGE>
<PAGE> 8

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.


                               Three Months Ended June 30, 1999
                       Consumer    Centralized                  Total
                       Branches    Real Estate   Insurance     Segments
                                    (dollars in thousands)
Revenues:
  External:
    Finance charges   $331,032     $ 37,697      $   -         $368,729
    Insurance              411         -           45,182        45,593
    Other               (1,138)       1,912        20,302        21,076
  Intercompany          17,476          133       (16,994)          615
Pretax income           75,678        3,578        21,592       100,848


                               Three Months Ended June 30, 1998
                       Consumer    Centralized                  Total
                       Branches    Real Estate   Insurance     Segments
                                    (dollars in thousands)
Revenues:
  External:
    Finance charges   $313,128     $ 28,148      $   -         $341,276
    Insurance              483         -           43,896        44,379
    Other                  287          289        18,899        19,475
  Intercompany          17,729          156       (17,225)          660
Pretax income           66,615        5,729        17,845        90,189


                                Six Months Ended June 30, 1999
                       Consumer    Centralized                  Total
                       Branches    Real Estate   Insurance     Segments
                                    (dollars in thousands)
Revenues:
  External:
    Finance charges   $660,188     $ 79,734      $   -         $739,922
    Insurance              854         -           87,673        88,527
    Other                 (428)       3,758        40,191        43,521
  Intercompany          35,026           94       (33,894)        1,226
Pretax income          147,407       13,034        39,739       200,180


                                Six Months Ended June 30, 1998
                       Consumer    Centralized                  Total
                       Branches    Real Estate   Insurance     Segments
                                    (dollars in thousands)
Revenues:
  External:
    Finance charges   $621,225     $ 54,707      $   -         $675,932
    Insurance              975         -           86,365        87,340
    Other                  231           (9)       38,152        38,374
  Intercompany          34,991          206       (33,902)        1,295
Pretax income          122,896       12,268        34,564       169,728

<PAGE>
<PAGE> 9

Reconciliation of total segment pretax income to the condensed consolidated
financial statement amounts is summarized below:

                             Three Months Ended      Six Months Ended
                                   June 30,               June 30,
                               1999       1998        1999       1998
                                       (dollars in thousands)

Pretax income:
  Segments                   $100,848   $ 90,189    $200,180   $169,728
  Corporate                   (14,177)   (17,502)    (33,770)   (25,912)

Total consolidated
  pretax income              $ 86,671   $ 72,687    $166,410   $143,816



Note 7.  Acquisition of Standard Pacific Savings, F.A.

In  May  1999, the  Company acquired  Standard  Pacific Savings,  F.A. from
Standard  Pacific  Corporation.   Upon  acquisition, the  Office  of Thrift
Supervision  granted approval  to rename  the institution  American General
Bank,  FSB (AG  Bank).   AG Bank  is currently  operating as  a traditional
thrift,  offering  deposit  and  savings  products,  providing  residential
mortgage and home equity lending, and financing private label receivables.



Note 8.  Legal Contingencies

Satellite Dish Litigation

On May 18, 1999, the Chancery Court of the First Judicial District of Jones
County, Mississippi  in a case captioned Clayton  D. Smith, et.al. v. Delta
TV Corporation, Don Acy, US Electronics, American General Financial Center,
Civil Action  No.  96-0254,  rendered  a  judgment  awarding  approximately
$500,000  in compensatory  damages  and $167  million  in punitive  damages
against  American  General  Financial Center (AGFC-Utah),  a subsidiary  of
AGFI.  The lawsuit was  filed on November 15, 1996, by  29 individuals each
of  whom purchased  a  satellite  dish in the early 1990s for approximately
$2,500  from  unaffiliated  distributors  who arranged financing for  these
satellite  dishes  through  AGFC-Utah.  AGFC-Utah  intends  to  appeal  the
judgment  and believes that it has  substantial bases  for  success in  the
appeal.

Although substantial risks  and uncertainties  remain  with  respect to the
ultimate  outcome of  this case,  internal and  external legal counsel have
advised  the Company that it is not probable  within the meaning of SFAS 5,
"Accounting for Contingencies,"  that  the Company will  ultimately incur a
material liability in  connection with the case.  Accordingly, no provision
has been  made in the  condensed consolidated  financial statements related
to this contingency.


Other

AGFI and certain  of its subsidiaries are parties to various other lawsuits
and proceedings arising in the  ordinary course of business.  Many of these
lawsuits and proceedings, including  numerous cases involving the financing

<PAGE>
<PAGE> 10

of  satellite  dishes,  arise   in  jurisdictions,  such  as   Alabama  and
Mississippi,  that  permit  damage  awards  disproportionate to  the actual
economic  damages  alleged  to have been 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, 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.



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


                      LIQUIDITY AND CAPITAL RESOURCES

Overview

The Company's 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.  American General has also contributed
capital to the Company when needed  for finance receivable growth or  other
circumstances.  Management  believes that the overall  sources of liquidity
available to the  Company will  continue to  be sufficient  to satisfy  its
foreseeable financial obligations and operational requirements.


Liquidity

The following table shows principal sources and uses of cash flow:

                                           Six Months Ended
                                                June 30,
                                          1999           1998
                                         (dollars in millions)
Principal sources of cash flow:
  Operations                             $282.9         $231.0
  Net issuance of debt                    323.4          596.0
  Capital contributions                      -            14.0

Principal sources of cash flow           $606.3         $841.0


Principal uses of cash flow:
  Net originations and purchases
    of finance receivables               $408.1         $716.1
  Dividends paid                          134.0           31.6
  Increase in premiums on finance
    receivables purchased and
    deferred charges                       12.9           65.7

Principal uses of cash flow              $555.0         $813.4

<PAGE>
<PAGE> 11

Capital Resources

The  Company's capital  requirements vary  directly with  the level  of net
finance  receivables.  The mix of capital  between debt and equity is based
primarily upon  maintaining leverage that supports  cost-effective funding.
At June 30, 1999,  the Company's capital totaled $10.7  billion, consisting
of $9.2  billion of  debt  and $1.5  billion of  equity,  compared to  $9.2
billion  at June  30, 1998,  consisting of  $7.9 billion  of debt  and $1.3
billion of equity.

The Company issues a combination of fixed-rate debt, principally long-term,
and floating-rate debt,  principally short-term.   The Company's  principal
borrowing subsidiary,  AGFC, and  one of  its subsidiaries  sell commercial
paper  notes with maturities ranging from 1  to 270 days directly to banks,
insurance companies, corporations, and other institutional investors.  AGFC
also sells extendible commercial notes with initial maturities of up  to 90
days which may be extended by AGFC to 390 days and offers medium-term notes
with  original  maturities  of  nine  months  or  longer  to  institutional
investors.    AGFC obtains  the remainder  of  its funds  primarily through
underwritten public  debt offerings with maturities  generally ranging from
three to ten years.

The Company manages anticipated cash flows of its assets and liabilities in
an  effort  to  reduce the  risk  associated  with  unfavorable changes  in
interest  rates.  Management determines the Company's mix of fixed-rate and
floating-rate  debt based,  in  part, on  the  nature of  the assets  being
supported.    The  Company limits  its  exposure  to  market interest  rate
increases by  fixing interest rates  that it  pays for term  periods.   The
primary  means  by  which the  Company  accomplishes  this  is through  the
issuance of fixed-rate debt.  To supplement fixed-rate debt issuances, AGFC
also  uses interest rate swap agreements to synthetically create fixed-rate
debt  by altering the nature of floating-rate funding, thereby limiting its
exposure  to adverse interest rate  movements.  In  addition, AGFC has used
treasury rate lock  agreements to hedge against the risk of rising interest
rates on anticipated long-term debt issuances.

Dividends have been paid  (or capital contributions have been  received) to
maintain the Company's  leverage of  debt to tangible  equity (equity  less
goodwill  and net unrealized gains  or losses on  investment securities) to
7.50 to 1.   The debt to tangible equity ratio at June 30, 1999 was 7.49 to
1.   AGFI's  ability to  pay dividends  is substantially  dependent on  the
receipt  of dividends or other funds from its subsidiaries, primarily AGFC.
Certain  AGFC financing agreements limit  the amount of  dividends AGFC may
pay.


Liquidity Facilities

The  Company participates in credit  facilities to support  the issuance of
commercial paper and to provide an additional source of funds for operating
requirements.  The Company  is an eligible borrower under  committed credit
facilities  extended to American  General and  certain of  its subsidiaries
(the  "shared committed  facilities").    At  June  30,  1999,  the  annual
commitment fees for  the shared  committed facilities ranged  from .05%  to
 .07%.   The Company pays only  an allocated portion of  the commitment fees
for  the shared  committed facilities.   The  Company also  has uncommitted
credit  facilities and  is  an eligible  borrower under  uncommitted credit
facilities extended  to American  General and certain  of its  subsidiaries

<PAGE>
<PAGE> 12

(the "shared  uncommitted facilities").    Available borrowings  under  all
facilities are reduced by any outstanding borrowings.


Information concerning the credit facilities follows:

                                                 June 30,
                                           1999           1998
                                          (dollars in millions)
Committed credit facilities:
  Shared committed facilities             $5,000.0     $4,800.0
  Borrowings                                    -            -

  Remaining availability                  $5,000.0     $4,800.0

Uncommitted credit facilities:
  Company uncommitted facilities          $  361.0     $  318.5
  Shared uncommitted facilities              150.0        200.0
  Borrowings                                (180.0)      (100.0)

  Remaining availability                  $  331.0     $  418.5


A subsidiary  of AGFI arranges  interim financing for  third-party mortgage
originators  through a  bank purchase  facility.   At June  30,  1999, this
facility  totaled  $563.0 million  with  remaining  availability of  $409.3
million.


Year 2000 Contingency

Internal Systems.  The Company has modified its internal systems to achieve
Year 2000  readiness and has  executed a  plan to  minimize the  risk of  a
significant negative impact on its operations.

The  Company's  plan included  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 June  30, 1999,  these activities
had  been  substantially  completed, making the Company's critical  systems
Year 2000 ready.

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 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; and customers.  Third  parties differ

<PAGE>
<PAGE> 13

from internal  systems in that the  Company exercises less, or  no, control
over third parties' Year 2000 readiness.

The  Company  has  developed  a plan  to  assess  and  mitigate  the  risks
associated with the potential failure of third parties to achieve Year 2000
readiness.   The Company's  plan includes  the following: (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 June 30, 1999,
these  activities  have  been  substantially  completed.  Where  necessary,
critical  third  party  dependencies  have been  included in  the Company's
contingency  plan.  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 Plan.    The Company's  contingency  planning process which was
designed to reduce the risk of Year 2000-related business failures relating
to internal systems and third  party relationships, included  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  plan  for  critical  processes  that  rank  high  in
consequence and probability of  failure;  and (4)  complete  the applicable
contingency  plan.   As  of  June  30, 1999,  these  activities  have  been
substantially completed.  The contingency plan will  continue to  be tested
and updated throughout 1999.

Risks and Uncertainties.   Based on the Year 2000 readiness of its internal
systems,  century  transition  plans,  plans   to  deal  with  third  party
relationships,  and contingency  plan,  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 plan  to reduce Year  2000-related business  failures, or other
unforeseen 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 June 30,  1999, the Company has incurred and  expensed $7.2
million  (pretax) related  to Year  2000 readiness,  including  $.9 million
incurred during  1999 and $.8 million  incurred in the first  six months of
1998.  The Company currently anticipates that it will incur future costs of
approximately  $2.0 million  (pretax) to maintain  Year 2000  readiness and
complete   any  activities  related   to  third  party   relationships  and
contingency plan.  In addition, the Company  has elected to accelerate  the
planned  replacement  of certain  systems  as part of  its Year  2000 plan.
Costs of the  replacement systems were  capitalized and are being amortized
over  their  useful  lives,  recorded as  operating  leases, or expensed as
incurred in accordance with the  Company's normal accounting policies.  The
replacement costs incurred in 1998 totaled $2.1 million and are anticipated
to be immaterial for 1999.

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<PAGE> 14

                       SELECTED FINANCIAL INFORMATION


The following table shows selected financial information of the Company:

                              Three Months Ended        Six Months Ended
                                   June 30,                 June 30,
                             1999            1998     1999            1998
                                        (dollars in thousands)
Average finance receivables
  net of unearned finance
  charges (average net
  receivables)              $9,862,366  $8,242,128   $9,791,613  $8,122,178

Average borrowings          $9,001,453  $7,522,371   $8,937,622  $7,400,739

Yield - finance charges
  (annualized) as a
  percentage of average
  net receivables               14.47%      16.13%       14.66%      16.30%

Borrowing cost - interest
  expense (annualized) as
  a percentage of average
  borrowings                     6.17%       6.60%        6.20%       6.66%

Interest spread - yield
  less borrowing cost            8.30%       9.53%        8.46%       9.64%

Insurance revenues
  (annualized) as a
  percentage of average
  net receivables                1.85%       2.15%        1.81%       2.15%

Operating expenses
  (annualized) as a
  percentage of average
  net receivables                5.31%       6.15%        5.41%       6.19%

Return on average assets
  (annualized)                   1.93%       1.87%        1.87%       1.88%

Return on average equity
  (annualized)                  14.63%      13.91%       14.00%      13.86%

Charge-off ratio - net
  charge-offs (annualized)
  as a percentage of the
  average of net finance
  receivables at the
  beginning of each month
  during the period              1.96%       2.62%        2.05%       2.66%

<PAGE>
<PAGE> 15

Selected Financial Information (Continued)


                                                      At or for the
                                                     Six Months Ended
                                                         June 30,
                                                     1999        1998

Allowance ratio - allowance for finance
  receivable losses as a percentage of
  net finance receivables                            3.87%       4.24%

Delinquency ratio - finance receivables 60
  days or more past due as a percentage of
  related receivables                                3.53%       3.43%

Ratio of earnings to fixed charges (refer
  to Exhibit 12 for calculations)                    1.59        1.57

Debt to tangible equity ratio - debt to
  equity less goodwill and net unrealized
  gains or losses on investment securities           7.49        7.54

Debt to equity ratio                                 6.38        5.89



                       ANALYSIS OF OPERATING RESULTS


Net Income

Net income  increased $9.9 million, or 22%, for the three months ended June
30,  1999 and $16.4 million, or 18%, for the six months ended June 30, 1999
when  compared to the same  periods in 1998.   See Note 6.  of the Notes to
Condensed Consolidated Financial Statements in  Item 1. for information  on
the results of the Company's business segments.

During  1999 and 1998, the  Company continued to  improve credit quality by
raising underwriting standards and increasing the proportion of real estate
loans.   At June 30, 1999, real estate loans accounted for 62% of total net
finance receivables outstanding compared to 55% at June 30, 1998.

Factors which specifically affected the  Company's operating results are as
follows:


Finance Charges

Finance  charges increased $24.3 million, or 7%, for the three months ended
June 30, 1999  and $55.0 million, or 8%, for the  six months ended June 30,
1999 when compared to the  same periods in 1998  due to higher average  net
receivables,  partially offset  by lower  yield.   Average net  receivables
increased $1.6  billion, or 20%, for  the three months ended  June 30, 1999
and  $1.7 billion,  or 21%, for  the six  months ended  June 30,  1999 when
compared to the same periods in 1998 primarily due to growth in real estate
loans.   Yield decreased 166 basis  points for the three  months ended June
30, 1999 and  164 basis points for the six months  ended June 30, 1999 when

<PAGE>
<PAGE> 16

compared to the same periods in 1998 primarily due to the larger proportion
of finance receivables  that are  real estate loans,  which generally  have
lower yields.


Insurance Revenues

Insurance  revenues increased  $1.2 million,  or 3%,  for the  three months
ended June 30, 1999 and  $1.2 million, or 1%, for the six months ended June
30, 1999 when compared to the same periods in 1998  primarily due to higher
earned premiums.  Earned premiums increased primarily due to higher related
loan volume.


Other Revenues

Other revenues increased $2.6 million,  or 13%, for the three months  ended
June 30, 1999  and $5.9 million, or 15%, for the  six months ended June 30,
1999 when compared  to the same periods in 1998  primarily due to increases
in mortgage set-up/warehousing fees and  investment revenue.  The  increase
in  mortgage set-up/warehousing  fees  was  due  to  revenue  earned  by  a
subsidiary  of  AGFI  which  arranges  interim  financing  for  third-party
mortgage originators through  a bank  purchase facility.   The increase  in
investment revenue reflected growth  in average invested assets  and higher
realized gains, partially offset by lower adjusted portfolio yield.


Interest Expense

Interest  expense increased  $14.8 million,  or 12%,  for the  three months
ended June 30,  1999 and $30.7  million, or 12%,  for the six months  ended
June 30,  1999 when  compared to  the same  periods in 1998  due to  higher
average  borrowings,  partially offset  by lower  borrowing cost.   Average
borrowings increased $1.5 billion, or 20%, for the three  months ended June
30,  1999 and $1.5 billion, or 21%, for  the six months ended June 30, 1999
when compared  to the  same periods  in 1998 primarily  to support  finance
receivable growth.  Borrowing  cost decreased 43 basis points for the three
months ended  June 30, 1999  and 46 basis points  for the six  months ended
June 30, 1999 when compared to the same periods in 1998 due to  lower rates
on both long-term and short-term debt.


Operating Expenses

Operating  expenses increased  $4.3 million,  or 3%,  for the  three months
ended June 30, 1999 and $13.2 million, or 5%, for the six months ended June
30, 1999  when compared  to the  same  periods in  1998.   The increase  in
operating  expenses  for the  three months  ended  June 30,  1999 primarily
reflected increases  in  amortization  of  intangibles  and  administrative
expenses.  The increase in operating expenses for the six months ended June
30,  1999  was   primarily  due  to   increases  in  litigation   expenses,
amortization of intangibles, and administrative expenses,  partially offset
by higher  deferred loan origination costs.   See Note  8. of the  Notes to
Condensed Consolidated Financial Statements in Part I and Legal Proceedings
in Part II for further information on litigation.

<PAGE>
<PAGE> 17

Provision for Finance Receivable Losses

Provision  for finance receivable losses decreased $2.8 million, or 6%, for
the three  months ended June 30,  1999 when compared to the  same period in
1998 due to  lower net charge-offs in second quarter 1999, partially offset
by a $2.5 million reduction  in the amounts provided for the  allowance for
finance  receivable losses in second  quarter 1998.   Provision for finance
receivable losses remained at near the  same level for the six months ended
June 30, 1999  when compared to the  same period in  1998 due to lower  net
charge-offs  in the first half of 1999,  offset by a $7.5 million reduction
in the amounts provided for the  allowance for finance receivable losses in
the first half of 1998.

Net charge-offs decreased to $48.1 million for the three months ended  June
30, 1999 and $99.9  million for the six months ended June 30, 1999 compared
to $53.4 million and  $107.4 million, respectively, for the same periods in
1998.   The  following table  shows charge-off  ratios by  type of  finance
receivable:

                            Three Months Ended      Six Months Ended
                                 June 30,               June 30,
                             1999        1998       1999        1998

Real estate loans            0.57%       0.70%      0.52%       0.67%
Non-real estate loans        5.06        5.63       5.32        5.68
  Total loans                1.87        2.50       1.94        2.53
Retail sales finance         2.57        3.26       2.77        3.35
  Total charge-off ratio     1.96        2.62       2.05        2.66


The decrease in  the charge-off ratios  reflected the results  of past  and
ongoing credit quality improvement  efforts, including higher  underwriting
standards and an increased proportion of real estate loans.  During  second
quarter  1999, net  charge-offs  were reduced by $1.7 million of recoveries
from the sale of finance receivables previously charged off.

At  June 30,  1999, delinquencies  were $370.6  million compared  to $316.8
million at June 30, 1998.   The following table shows delinquency ratios by
type of finance receivable:

                                             June 30,
                                         1999       1998

Real estate loans                        3.21%      2.71%
Non-real estate loans                    5.07       5.28
  Total loans                            3.79       3.68
Retail sales finance                     1.88       2.16
  Total delinquency ratio                3.53       3.43


The increase  in the  delinquency ratio from  June 30,  1998 reflected  the
maturing of  purchased real-estate  portfolios,  which were  primarily  new
originations when purchased.

At  June 30, 1999,  the allowance for finance  receivable losses was $385.7
million  compared to $365.2 million at June  30, 1998.  The allowance ratio
at June 30, 1999 was 3.87% compared to 4.24% at June 30, 1998.  The Company
maintains the allowance for finance receivable  losses at a level based  on

<PAGE>
<PAGE> 18

periodic evaluation of  the finance receivable portfolio, which reflects an
amount that,  in management's  opinion, is  adequate to  absorb anticipated
losses in the existing portfolio.


Insurance Losses and Loss Adjustment Expenses

Insurance losses  and loss adjustment  expenses decreased $2.2  million, or
10%, for the three months ended June 30, 1999 and $4.3 million, or 10%, for
the six months ended  June 30, 1999  when compared to  the same periods  in
1998  due to  decreases in  claims paid,  partially offset by  increases in
provision  for future  benefits.   Claims decreased  $3.0 million  and $5.9
million, respectively, primarily due to favorable loss experience on credit
insurance.   Provision for future  benefits increased $.8  million and $1.6
million,  respectively,  due to  increased  sales  of non-credit  insurance
products.


Provision for Income Taxes

The provision  for income  taxes increased  $4.1 million, or  15%, for  the
three  months ended June  30, 1999  and $6.2 million,  or 11%, for  the six
months ended June 30, 1999 when compared to the same periods in 1998 due to
higher taxable income, partially offset by lower effective  tax rates.  The
effective  tax rate was 36.41% for the three  and six months ended June 30,
1999 compared to 37.84% for the same periods in 1998.


Forward-looking Statements

All statements, trend  analyses, and  other information  contained in  this
report relative to 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, interest rates,
and the level of personal bankruptcies; (2) competitive, regulatory, or tax
changes that affect the cost of, or demand for, the Company's products; (3)
the  Company's ability  or  the ability  of  third parties  to  achieve and
maintain Year 2000 readiness  for critical systems and operations;  (4) the
ability  to   secure  necessary  regulatory  approvals;   and  (5)  adverse
litigation results or resolution of litigation.  Readers  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.

<PAGE>
<PAGE> 19

                       PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

California v. Ochoa

In March 1994, a subsidiary of AGFI  and a subsidiary of AGFC were named as
defendants in  a lawsuit, The  People of  the State of  California v.  Luis
Ochoa, Skeeters Automotive,  Morris Plan, Creditway  of America, Inc.,  and
American General Finance, filed in the Superior Court of California, County
of  San Joaquin, Case  No. 271130.  California  sought injunctive relief, a
civil penalty of not less than $5,000 per day or not less than $250,000 for
violation of its  Health and Safety Code in connection  with the failure to
register and remove underground storage tanks on  property acquired through
a foreclosure  proceeding by a subsidiary  of AGFI, and a  civil penalty of
$2,500 for each  act of unfair competition  prohibited by its Business  and
Professions Code, but not less than $250,000, plus costs.  This lawsuit was
dismissed on June 8, 1999.


Satellite Dish Litigation

On May 18, 1999, the Chancery Court of the First Judicial District of Jones
County, Mississippi in a  case captioned Clayton D. Smith,  et.al. v. Delta
TV Corporation, Don Acy, US Electronics, American General Financial Center,
Civil Action  No.  96-0254,  rendered  a  judgment  awarding  approximately
$500,000  in  compensatory damages  and  $167 million  in  punitive damages
against  AGFC-Utah, a  subsidiary of  AGFI.  See  Note  8. of the  Notes to
Condensed   Consolidated  Financial  Statements  in  Item  1.  for  further
information on the satellite dish litigation.


Other

AGFI  and certain of its subsidiaries are parties to various other lawsuits
and proceedings arising in the ordinary course  of business.   See  Note 8.
of the Notes to Condensed Consolidated Financial  Statements in Item 1. for
further information on other litigation.



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

(a)  Exhibits.

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

     (27)  Financial Data Schedule.


(b)  Reports on Form 8-K.

     Current Report on  Form 8-K dated  May 18, 1999,  with respect to  the
     judgement  rendered by  the  First Judicial  District of Jones County,
     Mississippi awarding approximately $.5 million in compensatory damages
     and  $167 million in punitive  damages against AGFC-Utah, a subsidiary
     of AGFI.

<PAGE>
<PAGE> 20

                                 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:  August 13, 1999            By /s/ Robert A. Cole
                                         Robert A. Cole
                                     Senior Vice President and Chief
                                       Financial Officer
                                     (Duly Authorized Officer and Principal
                                       Financial Officer)

<PAGE>
<PAGE> 21

                               Exhibit Index



      Exhibits                                                      Page

(12)  Computation of Ratio of Earnings to Fixed Charges.             22

(27)  Financial Data Schedule.                                       23