UNITED STATES
                   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, 2004

                                  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

Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes       No  X

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 3, 2004, 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 - Financial Information

 1.  Financial Statements . . . . . . . . . . . . . . . . . . . . .  3

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

 4.  Controls and Procedures  . . . . . . . . . . . . . . . . . . . 28

                      Part II - Other Information

 1.  Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . 29

 6.  Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . 29



                         AVAILABLE INFORMATION

American General Finance, Inc. (AGFI) files annual, quarterly, and
current reports and other information with the Securities and Exchange
Commission (the SEC).  The SEC maintains a website that contains
annual, quarterly, and current reports and other information that
issuers (including AGFI) file electronically with the SEC.  The SEC's
website is www.sec.gov.

The following reports are available free of charge on our Internet
website www.agfinance.com as soon as reasonably practicable after they
are filed with or furnished to the SEC:

     *  our 2004 Current Reports on Form 8-K, if any;
     *  our 2004 Quarterly Reports on Form 10-Q; and
     *  our Annual Report on Form 10-K for the year ended December 31,
        2003.

The information on our website is not incorporated by reference into
this report.  The website addresses listed above are provided for the
information of the reader and are not intended to be active links.
<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,
                                2004       2003        2004           2003
                                         (dollars in thousands)

Revenues
  Finance charges             $507,232   $445,241    $1,454,391   $1,327,011
  Insurance                     43,989     46,307       133,369      134,687
  Other:
    Service fee income from
      a non-subsidiary
      affiliate                 62,113     12,406       138,446       13,465
    Miscellaneous               23,069     49,336        80,113      152,470

Total revenues                 636,403    553,290     1,806,319    1,627,633

Expenses
  Interest expense             167,518    132,263       452,079      412,104
  Operating expenses:
    Salaries and benefits      120,509    103,187       366,744      303,893
    Other operating expenses    75,909     66,332       218,428      200,126
  Provision for finance
    receivable losses           69,126     82,362       193,646      229,783
  Insurance losses and loss
    adjustment expenses         21,267     17,438        60,394       52,987

Total expenses                 454,329    401,582     1,291,291    1,198,893

Income before provision for
  income taxes                 182,074    151,708       515,028      428,740

Provision for Income Taxes      67,151     56,969       188,217      156,069


Net Income                    $114,923   $ 94,739    $  326,811   $  272,671




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

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



                                                 September 30,  December 31,
                                                    2004             2003
                                                   (dollars in thousands)
Assets

Net finance receivables:
  Real estate loans                              $14,516,188     $11,038,140
  Non-real estate loans                            2,983,683       2,932,120
  Retail sales finance                             1,305,643       1,337,701

Net finance receivables                           18,805,514      15,307,961
Allowance for finance receivable losses             (456,031)       (466,031)
Net finance receivables, less allowance
  for finance receivable losses                   18,349,483      14,841,930

Investment securities                              1,362,242       1,307,472
Cash and cash equivalents                            202,220         145,462
Other assets                                         690,821         711,300

Total assets                                     $20,604,766     $17,006,164


Liabilities and Shareholder's Equity

Long-term debt                                   $13,716,494     $10,862,218
Short-term debt                                    3,767,520       3,467,096
Insurance claims and policyholder
  liabilities                                        427,476         438,362
Other liabilities                                    409,692         376,739
Accrued taxes                                         78,122          37,952

Total liabilities                                 18,399,304      15,182,367

Shareholder's equity:
  Common stock                                         1,000           1,000
  Additional paid-in capital                         981,305         920,276
  Accumulated other comprehensive
    income (loss)                                     32,878         (14,947)
  Retained earnings                                1,190,279         917,468

Total shareholder's equity                         2,205,462       1,823,797

Total liabilities and shareholder's equity       $20,604,766     $17,006,164




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,
                                                       2004          2003
                                                     (dollars in thousands)

Cash Flows from Operating Activities
Net income                                          $  326,811    $  272,671
Reconciling adjustments:
  Provision for finance receivable losses              193,646       229,783
  Depreciation and amortization                        133,018       144,096
  Deferral of finance receivable origination
    costs                                              (59,824)      (50,213)
  Deferred income tax charge                             2,097            72
  Origination of real estate loans held for sale       (96,565)   (1,751,151)
  Sales and principal collections of real estate
    loans held for sale                                106,451     1,784,238
  Change in other assets and other liabilities         151,748        94,276
  Change in insurance claims and policyholder
    liabilities                                        (10,886)      (28,651)
  Change in taxes receivable and payable                 3,512        (2,286)
  Other, net                                           (11,792)        9,899
  Net cash provided by operating activities            738,216       702,734

Cash Flows from Investing Activities
  Finance receivables originated or purchased       (9,224,377)   (6,401,514)
  Principal collections on finance receivables       5,520,859     5,344,721
  Acquisition of Wilmington Finance, Inc.                 -          (93,189)
  Investment securities purchased                     (441,804)     (373,595)
  Investment securities called and sold                375,079       305,845
  Investment securities matured                         14,200        18,375
  Change in premiums on finance receivables
    purchased and deferred charges                     (17,446)          617
  Other, net                                           (10,716)      (12,041)
Net cash used for investing activities              (3,784,205)   (1,210,781)

Cash Flows from Financing Activities
  Proceeds from issuance of long-term debt           4,298,456     1,726,899
  Repayment of long-term debt                       (1,502,133)   (1,222,080)
  Change in short-term debt                            300,424       252,031
  Capital contribution from parent                      60,000          -
  Dividends paid                                       (54,000)     (167,219)
Net cash provided by financing activities            3,102,747       589,631

Increase in cash and cash equivalents                   56,758        81,584
Cash and cash equivalents at beginning of period       145,462       153,660
Cash and cash equivalents at end of period          $  202,220    $  235,244




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,
                                   2004        2003        2004       2003
                                           (dollars in thousands)


Net income                       $114,923    $ 94,739    $326,811   $272,671

Other comprehensive gain:

  Changes in net unrealized
    gains (losses):
      Investment securities        38,106     (18,897)        821     12,031
      Interest rate swaps          11,582       8,092      27,358    (13,517)

  Income tax effect:
    Investment securities         (13,338)      6,614        (288)    (4,200)
    Interest rate swaps            (4,055)     (2,831)     (9,576)     4,731

  Changes in net unrealized
    gains (losses), net of tax     32,295      (7,022)     18,315       (955)

  Reclassification adjustments
    for realized (gains) losses
    included in net income:
      Investment securities          (485)      2,022        (322)     4,320
      Interest rate swaps          14,908      15,735      45,721     57,853

  Income tax effect:
    Investment securities             170        (708)        113     (1,512)
    Interest rate swaps            (5,217)     (5,508)    (16,002)   (20,249)

  Realized losses included
    in net income, net of tax       9,376      11,541      29,510     40,412

Other comprehensive gain,
  net of tax                       41,671       4,519      47,825     39,457


Comprehensive income             $156,594    $ 99,258    $374,636   $312,128




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

              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
           Notes to Condensed Consolidated Financial Statements
                            September 30, 2004



Note 1.  Basis of Presentation

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).

We made all adjustments, consisting only of normal recurring
adjustments, that we considered necessary for a fair presentation 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, 2003.  To conform to the
2004 presentation, we reclassified certain items in the prior period.



Note 2.  Acquisition

Effective January 1, 2003, we acquired 100% of the common stock of
Wilmington Finance, Inc. (WFI), a majority owned subsidiary of WSFS
Financial Corporation, in a purchase business combination.  The
purchase price was $120.8 million, consisting of $25.8 million for net
assets and $95.0 million for intangibles.  The majority of the
tangible assets acquired were real estate loans held for sale.  We
included the results of WFI's operations in our financial statements
beginning January 1, 2003, the effective date of the acquisition.  We
finalized an independent valuation of the intangibles in second
quarter 2003 and recorded $54.2 million as goodwill and $40.8 million
as other intangibles.  Goodwill and other intangibles are both
included in other assets.  Other intangibles primarily consisted of
broker relationships and non-compete agreements and had an initial
weighted-average amortization period of 9 years.  WFI originates non-
conforming residential real estate loans, primarily through broker
relationships and, to a lesser extent, directly to consumers, and
sells its originated loans to investors with servicing released to the
purchaser.  Effective July 1, 2003, WFI and AIG Federal Savings Bank,
a non-subsidiary affiliate, entered into an agreement whereby for a
fee, WFI provides marketing, certain origination processing services,
loan servicing, and related services for the affiliate's origination
and sale of non-conforming residential real estate loans.  These WFI
service activities have supplanted most of WFI's origination and sales
activity and are anticipated to do so going forward.  WFI provides the
Company with other sources of revenue through its servicing fees and
net gain on sales of real estate loans held for sale.  We report any
real estate loans we purchase from AIG Federal Savings Bank that were
generated using WFI's services as originations, rather than as
portfolio acquisitions, because AGFI and AIG Federal Savings Bank
share a common parent.
<PAGE> 8

Note 3.  Accounting Change

In December 2003, the Accounting Standards Executive Committee (AcSEC)
issued Statement of Position No. 03-3 (SOP 03-3) "Accounting for
Certain Loans or Debt Securities Acquired in a Transfer".  SOP 03-3
addresses accounting for differences between contractual cash flows
and cash flows expected to be collected from an investor's initial
investment in loans acquired in a transfer if those differences are
attributable, at least in part, to credit quality.  SOP 03-3 limits
the yield that may be accreted (accretable yield) to the excess of the
investor's estimate of undiscounted expected principal, interest, and
other cash flows (cash flows expected at acquisition to be collected)
over the investor's initial investment in the loan.  SOP 03-3 requires
that the excess of contractual cash flows over cash flows expected to
be collected (nonaccretable difference) not be recognized as an
adjustment of yield, loss accrual, or valuation allowance.  Subsequent
increases in cash flows expected to be collected generally should be
recognized prospectively through adjustment of the loan's yield over
its remaining life.  Decreases in cash flows expected to be collected
should be recognized as impairment.  SOP 03-3 is effective for loans
acquired in fiscal years beginning after December 15, 2004.  In
addition, SOP 03-3 should be applied prospectively for fiscal years
beginning after December 15, 2004 for decreases in cash flows expected
to be collected on loans acquired in fiscal years beginning on or
before December 15, 2004.  The AcSEC has encouraged early adoption of
SOP 03-3 by affected companies.  We are currently in the process of
determining our date of adoption and the effect it will have on our
results of operations and financial position in future periods.
<PAGE> 9

Note 4.  Finance Receivables

Components of net finance receivables by type were as follows:

                                           September 30, 2004
                               Real        Non-real      Retail
                              Estate        Estate        Sales
                               Loans         Loans       Finance     Total
                                        (dollars in thousands)

Gross receivables           $14,450,621  $3,292,320  $1,433,705  $19,176,646
Unearned finance charges
  and points and fees          (133,195)   (376,474)   (141,417)    (651,086)
Accrued finance charges          95,140      37,559      13,591      146,290
Deferred origination costs       28,316      27,817        -          56,133
Premiums, net of discounts       75,306       2,461        (236)      77,531

Total                       $14,516,188  $2,983,683  $1,305,643  $18,805,514


                                            December 31, 2003
                              Real         Non-real      Retail
                             Estate         Estate        Sales
                              Loans          Loans       Finance     Total
                                         (dollars in thousands)

Gross receivables           $10,980,168  $3,244,772  $1,480,724  $15,705,664
Unearned finance charges
  and points and fees          (137,473)   (388,009)   (154,494)    (679,976)
Accrued finance charges          83,356      40,590      11,911      135,857
Deferred origination costs       20,149      28,917        -          49,066
Premiums, net of discounts       91,940       5,850        (440)      97,350

Total                       $11,038,140  $2,932,120  $1,337,701  $15,307,961



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,
                                 2004          2003      2004          2003
                                           (dollars in thousands)

Balance at beginning of period  $456,031    $462,031    $466,031    $463,031
Provision for finance
  receivable losses               69,126      82,362     193,646     229,783
Charge-offs                      (80,748)    (88,395)   (238,754)   (257,013)
Recoveries                        11,622      10,033      35,108      30,230

Balance at end of period        $456,031    $466,031    $456,031    $466,031
<PAGE> 10

Note 6.  Derivative Financial Instruments

Our principal borrowing subsidiary is American General Finance
Corporation (AGFC), a wholly owned subsidiary of AGFI.  AGFC uses
derivative financial instruments in managing the cost of its debt and
is neither a dealer nor a trader in derivative financial instruments.
AGFC's derivative financial instruments consist of interest rate,
foreign currency, and equity-indexed swap agreements.

Our interest rate and foreign currency swap agreements are designated
and qualify as cash flow hedges or fair value hedges.  While our
equity-indexed swap agreements mitigate economic exposure of related
equity-indexed debt, these swap agreements do not qualify as cash flow
or fair value hedges under GAAP.  At September 30, 2004, equity-
indexed debt was immaterial.

AGFC uses interest rate, foreign currency, and equity-indexed swap
agreements in conjunction with specific debt issuances in order to
achieve net U.S. dollar, fixed or floating interest exposure at costs
not materially different from costs we would have incurred by issuing
debt for the same net exposure without using derivatives.
Accordingly, AGFC's swap agreements did not have a material effect on
the Company's net income during the nine months ended September 30,
2004 or 2003.



Note 7.  Accumulated Other Comprehensive Income (Loss)

Components of accumulated other comprehensive income (loss) were as
follows:

                                         September 30,   December 31,
                                             2004            2003
                                            (dollars in thousands)

Net unrealized gains on investment
  securities                             $40,963             $ 40,639
Net unrealized losses on interest
  rate swaps                              (8,085)             (55,586)

Total                                    $32,878             $(14,947)



Note 8.  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 originates real estate loans secured by
first or second mortgages on residential real estate, originates
secured and unsecured non-real estate loans, extends lines of credit,
and purchases retail sales contracts from, and provides revolving
retail services for, retail merchants.  We also purchase, from AIG
Federal Savings Bank, a non-subsidiary affiliate, private label
receivables under a participation agreement and real estate loans
under purchase agreements.  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
provide for a fee, marketing, certain origination processing services,
and loan servicing for AIG Federal Savings Bank and originate real
estate loans through brokers for sale to investors.  We offer credit
and non-credit insurance and ancillary products to our eligible
<PAGE> 11

consumer finance customers.  The insurance segment writes and
reinsures 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, 2004:

                              Consumer                       Total
                              Finance      Insurance       Segments
                                     (dollars in thousands)
Revenues:
  External:
    Finance charges          $  529,326     $   -        $  529,326
    Insurance                       187       43,802         43,989
    Other                        57,158       22,921         80,079
  Intercompany                   20,398      (17,486)         2,912
Pretax income                   168,824       20,352        189,176


For the three months ended September 30, 2003:

                              Consumer                       Total
                              Finance      Insurance       Segments
                                     (dollars in thousands)
Revenues:
  External:
    Finance charges          $  466,083     $   -        $  466,083
    Insurance                       248       46,059         46,307
    Other                        32,071       21,245         53,316
  Intercompany                   23,502      (18,177)         5,325
Pretax income                   134,152       24,608        158,760


For the nine months ended September 30, 2004:

                              Consumer                       Total
                              Finance      Insurance       Segments
                                     (dollars in thousands)
Revenues:
  External:
    Finance charges          $1,525,510     $   -        $1,525,510
    Insurance                       578      132,791        133,369
    Other                       133,150       72,620        205,770
  Intercompany                   61,408      (53,223)         8,185
Pretax income                   478,592       67,915        546,507


For the nine months ended September 30, 2003:

                              Consumer                       Total
                              Finance      Insurance       Segments
                                     (dollars in thousands)
Revenues:
  External:
    Finance charges          $1,398,780     $   -        $1,398,780
    Insurance                       693      133,994        134,687
    Other                        83,310       64,171        147,481
  Intercompany                   67,838      (53,058)        14,780
Pretax income                   405,342       66,984        472,326
<PAGE> 12

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,
                          2004          2003      2004          2003
                                    (dollars in thousands)
Pretax income:
  Segments               $189,176    $158,760    $546,507    $472,326
  Corporate                (8,827)     (5,680)    (33,362)    (35,478)
  Adjustments               1,725      (1,372)      1,883      (8,108)

Consolidated pretax
  income                 $182,074    $151,708    $515,028    $428,740


Adjustments for pretax income include realized gains (losses) and
certain other investment revenue.  Adjustments for pretax income in
2003 also included pension expense.



Note 9.  Legal Contingencies

AGFI and certain of its subsidiaries are parties to various lawsuits
and proceedings, including certain purported 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, if any, 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 continued occurrences of large damage awards
in general in the United States, including large punitive damage
awards that bear little or no relation to actual economic damages
incurred by plaintiffs in some jurisdictions, 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 condensed consolidated financial statements and
all other financial information presented in this report.  We prepared
our condensed consolidated financial statements using accounting
principles generally accepted in the United States (GAAP) for interim
periods.  We made estimates and assumptions that affect amounts
recorded in the financial statements and disclosures of contingent
assets and liabilities.

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.  In second quarter 2004, AIG adopted the AIG Director,
Executive Officer, and Senior Financial Officer Code of Business
Conduct and Ethics, which covers such directors and officers of AIG
and its subsidiaries.  We do not allow loans to executive officers.
The aforementioned 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, AIG's management, and AIG's internal audit department.  We
take prompt action to correct control deficiencies and address
opportunities to improve the systems.  The Company's management
assesses any changes to 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 condensed 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.  The important factors, many of which are
outside of our control, which could cause the Company's actual results
to differ, possibly materially, include, but are not limited to, the
following:

     *  changes in general economic conditions, including the interest
        rate environment in which we conduct business and the
        financial markets through which we access capital and invest
        cash flows from the insurance business segment;
     *  changes in the competitive environment in which we operate,
        including the demand for our products, customer responsiveness
        to our distribution channels and the formation of business
        combinations among our competitors;
     *  the effectiveness of our credit risk scoring models in
        assessing the risk of customer unwillingness or inability to
        repay;
     *  shifts in collateral values, contractual delinquencies, and
        credit losses;
     *  levels of unemployment and personal bankruptcies;
     *  our ability to access capital markets and maintain our credit
        rating position;
     *  changes in laws or regulations that affect our ability to
        conduct business or the manner in which we conduct business,
        such as licensing requirements, pricing limitations or
        restrictions on the method of offering products;
     *  the costs and effects of any litigation or governmental
        inquiries or investigations that are determined adversely to
        the Company;
     *  changes in accounting standards or tax policies and practices
        and the application of such new policies and practices to the
        manner in which we conduct business;
     *  our ability to integrate the operations of our acquisitions
        into our businesses;
     *  changes in our ability to attract and retain employees or key
        executives to support our businesses; and
     *  natural or accidental events such as fires or floods affecting
        our branches or other operating facilities.

Readers are also directed to other risks and uncertainties discussed
in other documents we file with the SEC.  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.
<PAGE> 15

                     CRITICAL ACCOUNTING POLICIES

Our Credit Strategy and Policy Committee evaluates our finance
receivable portfolio monthly.  The Credit Strategy and Policy
Committee exercises its judgment, based on quantitative analyses,
qualitative factors, and each committee member's experience in the
consumer finance industry, when determining the amount of the
allowance for finance receivable losses.  If its review concludes that
an adjustment is necessary, we charge or credit this adjustment to
expense through the provision for finance receivable losses.  We
consider this estimate to be a critical accounting estimate that
affects the net income of the Company in total and the pretax
operating income of our consumer finance business segment.  We
document the adequacy of the allowance for finance receivable losses,
the analysis of the trends in credit quality, and the current economic
conditions considered by the Credit Strategy and Policy Committee to
support its conclusions.  See Provision for Finance Receivable Losses
for further information on the allowance for finance receivable
losses.


                    OFF-BALANCE SHEET ARRANGEMENTS

We do not have any material off-balance sheet arrangements as defined
by SEC rules.


                    LIQUIDITY AND CAPITAL RESOURCES

Liquidity

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

To further diversify its funding sources, AGFC completed its first
foreign currency denominated debt issuances during 2004 as follows:

     *  In second quarter 2004, AGFC completed two concurrent issues
        which totaled 1.0 billion Euros ($1.2 billion) in principal
        amount sold to European investors.
     *  In third quarter 2004, AGFC issued 350 million pounds Sterling
        ($622 million) in principal amount sold to United Kingdom
        investors.

In each case, we executed financial derivative transactions with a
non-subsidiary affiliate to effectively convert the related foreign
currency exposure into U.S. dollars.
<PAGE> 16

Principal sources and uses of cash were as follows:

                                               Nine Months Ended
                                                 September 30,
                                              2004           2003
                                             (dollars in millions)
Principal sources of cash:
  Net issuances of debt                      $3,096.7     $  756.9
  Operations                                    738.2        702.7
  Capital contribution                           60.0           -

  Total                                      $3,894.9     $1,459.6


Principal uses of cash:
  Net originations and purchases
    of finance receivables                   $3,703.5     $1,056.8
  Dividends paid                                 54.0        167.2

  Total                                      $3,757.5     $1,224.0


Net originations and purchases of finance receivables and net
issuances of debt increased for the nine months ended September 30,
2004 when compared to the same period in 2003 primarily due to
increases in WFI-related real estate loan production.

We believe that our overall sources of liquidity will continue to be
sufficient to satisfy our foreseeable operational requirements and
financial obligations.  The principal factors that could decrease our
sources of liquidity are delinquent payments from our customers and an
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 by continuing to operate the Company utilizing the following
existing 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 long-term debt in a cost efficient manner.  To access the
domestic capital markets, we had $6.6 billion of long-term debt
securities registered under the Securities Act of 1933 that had not
been issued as of September 30, 2004.  Additionally, we believe that
we have access to international capital markets, as demonstrated by
the Euro and Sterling offerings described above.  We also maintain
committed bank credit facilities and have the ability to securitize a
portion of our finance receivables to provide additional sources of
liquidity for needs potentially not met through other funding sources.
<PAGE> 17

Capital Resources
                                            September 30,
                                      2004                2003
                                 Amount  Percent     Amount  Percent
                                        (dollars in millions)

Long-term debt                  $13,716.5     70%   $10,082.8     65%
Short-term debt                   3,767.5     19      3,627.7     24

Total debt                       17,484.0     89     13,710.5     89
Equity                            2,205.5     11      1,731.7     11

Total capital                   $19,689.5    100%   $15,442.2    100%

Net finance receivables         $18,805.5           $14,624.3
Debt to equity ratio                7.93x               7.92x
Debt to tangible equity ratio       8.98x               8.87x


Debt to tangible equity is a standard measure of financial risk in the
consumer finance industry.  Reconciliations of equity to tangible
equity were as follows:

                                                September 30,
                                             2004           2003
                                            (dollars in millions)

Equity                                     $2,205.5       $1,731.7
Goodwill                                     (224.7)        (216.0)
Accumulated other comprehensive
  (income) loss                               (32.9)          29.5

Tangible equity                            $1,947.9       $1,545.2


Our capital varies primarily 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.  AGFI
has historically paid dividends to (or received capital contributions
from) its parent to manage our leverage of debt to tangible equity to
a targeted amount.  During second quarter 2004, AGFI received a $60.0
million capital contribution to maintain its leverage due to the
significant finance receivable growth during the quarter.  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 effectively limit the amount of
dividends AGFC may pay.  These agreements have not prevented AGFI from
managing its capital to currently targeted leverage of 9.0 to 1.

We issue a combination of fixed-rate debt, principally long-term, and
floating-rate debt, both long-term and short-term.  AGFC obtains most
of our fixed-rate funding through public issuances of long-term debt
with maturities generally ranging from three to ten years.  AGFC and
AGFI obtain floating-rate funding through sales and refinancing of
commercial paper and through issuances of long-term, floating-rate
debt.  Commercial paper, with maturities ranging from 1 to 270 days,
is sold to banks, insurance companies, corporations, and other
accredited investors.  At September 30, 2004, short-term debt included
$3.3 billion of commercial paper.  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, 2004, short-term
debt included $428.3 million of extendible commercial notes.
<PAGE> 18

Liquidity Facilities

We maintain credit facilities to support the issuance of commercial
paper and to provide an additional source of funds for operating
requirements.  At September 30, 2004, AGFC had committed credit
facilities totaling $3.3 billion, including a facility under which
AGFI is an eligible borrower for up to $400 million.  The annual
commitment fees for the facilities are based upon AGFC's long-term
credit ratings and averaged 0.07% at September 30, 2004.

At September 30, 2004, AGFI and certain of its subsidiaries also had
uncommitted credit facilities totaling $170.0 million which could be
increased depending upon lender ability to participate its loans under
the facilities.

Outstanding borrowings under all facilities totaled $60.0 million at
September 30, 2004 and September 30, 2003.  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,
                          2004          2003      2004          2003
                                     (dollars in millions)

Net income               $114.9        $ 94.7    $326.8        $272.7
  Amount change          $ 20.2        $ 11.5    $ 54.1        $ 33.9
  Percent change            21%           14%       20%           14%

Return on average
  assets                  2.27%         2.34%     2.31%         2.28%
Return on average
  equity                 21.48%        21.86%    21.81%        21.47%
Ratio of earnings to
  fixed charges           2.06x         2.11x     2.11x         2.01x


See Note 8. of the Notes to Condensed Consolidated Financial
Statements for information on the results of the Company's business
segments.
<PAGE> 19

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


Finance Charges
                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2004          2003      2004          2003
                                     (dollars in millions)

Finance charges          $   507.2  $   445.2    $ 1,454.4  $ 1,327.0
  Amount change          $    62.0  $    17.7    $   127.4  $    52.8
  Percent change               14%         4%          10%         4%

Average net receivables  $18,420.2  $14,257.5    $17,099.1  $14,006.5
Yield                       10.96%     12.41%       11.36%     12.66%


Finance charges increased due to the following:

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2004          2003      2004          2003
                                     (dollars in millions)

Increase in average
  net receivables        $117.4        $ 56.9    $ 259.2      $ 177.6
Decrease in yield         (55.4)        (39.2)    (136.2)      (124.8)
Increase in number of
  days                       -             -         4.4           -

Total                    $ 62.0        $ 17.7    $ 127.4      $  52.8


Average net receivables by type and changes in average net receivables
when compared to the same periods for the previous year were as
follows:

                                Three Months Ended September 30,
                                  2004                   2003
                           Amount      Change     Amount      Change
                                     (dollars in millions)

Real estate loans         $14,149.2   $4,061.8   $10,087.4   $1,942.7
Non-real estate loans       2,985.5      112.3     2,873.2       31.3
Retail sales finance        1,285.5      (11.4)    1,296.9      (41.0)

Total                     $18,420.2   $4,162.7   $14,257.5   $1,933.0

Percent change                             29%                    16%
<PAGE> 20

                                Nine Months Ended September 30,
                                  2004                   2003
                           Amount      Change     Amount      Change
                                     (dollars in millions)

Real estate loans         $12,863.6   $3,053.8   $ 9,809.8   $1,941.5
Non-real estate loans       2,952.0       72.5     2,879.5       42.1
Retail sales finance        1,283.5      (33.7)    1,317.2      (49.9)

Total                     $17,099.1   $3,092.6   $14,006.5   $1,933.7

Percent change                             22%                    16%


The historically low interest rate environment contributed to the
increase in originations of our real estate loans.  Real estate loan
production arising from WFI origination services also increased real
estate loan originations by $4.1 billion during the last twelve
months.

Yield by type and changes in yield in basis points (bp) when compared
to the same periods for the previous year were as follows:

                                  Three Months Ended September 30,
                                     2004                2003
                               Yield     Change     Yield     Change

Real estate loans              8.50%    (114) bp    9.64%    (137) bp
Non-real estate loans         21.08      (17)      21.25      (14)
Retail sales finance          14.56       18       14.38      (17)

Total                         10.96     (145)      12.41     (138)


                                  Nine Months Ended September 30,
                                     2004                2003
                               Yield     Change     Yield     Change

Real estate loans              8.77%    (107) bp    9.84%    (141) bp
Non-real estate loans         21.26      (11)      21.37      (33)
Retail sales finance          14.52      (11)      14.63      (12)

Total                         11.36     (130)      12.66     (144)


Yield decreased for the three and nine months ended September 30, 2004
when compared to the same periods in 2003 primarily due to a lower
real estate loan yield resulting from the low interest rate
environment and a higher proportion of average net receivables that
are real estate loans.
<PAGE> 21

Insurance Revenues

Insurance revenues were as follows:

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2004          2003      2004          2003
                                     (dollars in millions)

Earned premiums          $ 43.7        $ 45.3    $132.6        $132.5
Commissions                 0.3           1.0       0.8           2.2

Total                    $ 44.0        $ 46.3    $133.4        $134.7

Amount change            $ (2.3)       $ (1.5)   $ (1.3)        $(6.7)
Percent change             (5)%          (3)%      (1)%          (5)%


Earned premiums decreased for the three months ended September 30,
2004 when compared to the same period in 2003 primarily due to lower
credit life and credit accident and health premium volume in prior
years.


Other Revenues

Other revenues were as follows:

                            Three Months Ended     Nine Months Ended
                               September 30,         September 30,
                             2004        2003       2004        2003
                                      (dollars in millions)

Service fee income from a
  non-subsidiary affiliate  $62.1        $12.4     $138.4      $ 13.5
Miscellaneous:
  Investment revenue         23.9         19.9       72.2        60.9
  Writedowns on real estate
    owned                    (2.6)        (2.0)      (7.4)       (6.1)
  Net (loss) gain on sales
    of real estate loans
    held for sale            (1.5)        21.4        6.5        74.3
  Net recovery on sales of
    real estate owned         0.9          0.6        2.0         2.1
  Net interest income on
    real estate loans held
    for sale                  0.2          4.4        0.7        13.6
  Other                       2.2          5.0        6.2         7.6

Total                       $85.2        $61.7     $218.6      $165.9

Amount change               $23.5        $41.8     $ 52.7      $ 99.8
Percent change                38%         210%        32%        151%


Other revenues increased for the three and nine months ended September
30, 2004 when compared to the same periods in 2003 primarily due to
higher service fee income from a non-subsidiary affiliate and
investment revenue, partially offset by lower revenue on real estate
loans held for sale.  Effective July 1, 2003, WFI and AIG Federal
Savings Bank, a non-subsidiary affiliate, entered into an agreement
whereby for a fee, WFI provides marketing, certain origination
processing services, loan servicing, and related services for the
<PAGE> 22

affiliate's origination and sale of non-conforming residential real
estate loans.  These WFI service activities have supplanted most of
WFI's origination and sales activity.

Investment revenue was affected by the following:

                           Three Months Ended     Nine Months Ended
                              September 30,         September 30,
                           2004          2003     2004          2003
                                     (dollars in millions)

Average invested assets   $1,370.3    $1,306.2   $1,352.8    $1,298.6
Adjusted portfolio yield     6.60%       6.36%      6.86%       6.34%
Net realized gains
  (losses) on
  investments             $    0.5    $   (2.0)  $    0.3    $   (4.3)


Interest Expense

The impact of using interest rate swap agreements to fix floating-rate
debt or float fixed-rate debt is included in interest expense and the
related borrowing statistics below.

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2004          2003      2004          2003
                                     (dollars in millions)

Interest expense         $   167.5  $   132.3    $   452.1  $   412.1
  Amount change          $    35.2  $    (3.6)   $    40.0  $     0.4
  Percent change               27%       (3)%          10%         -%

Average borrowings       $16,992.7  $13,384.2    $15,787.8  $13,219.8
Borrowing cost               3.94%      3.94%        3.81%      4.15%


Interest expense increased (decreased) due to the following:

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2004          2003      2004          2003
                                     (dollars in millions)

Increase in average
  borrowings             $ 36.3        $ 24.2    $ 79.9        $ 76.7
Decrease in borrowing
  cost                     (1.1)        (27.8)    (39.9)        (76.3)

Total                    $ 35.2        $ (3.6)   $ 40.0        $  0.4
<PAGE> 23

Average borrowings by type and changes in average borrowings when
compared to the same periods for the previous year were as follows:

                                Three Months Ended September 30,
                                  2004                   2003
                           Amount      Change     Amount      Change
                                     (dollars in millions)

Long-term debt            $12,996.6   $3,331.9   $ 9,664.7   $2,557.9
Short-term debt             3,996.1      276.6     3,719.5     (532.0)

Total                     $16,992.7   $3,608.5   $13,384.2   $2,025.9

Percent change                             27%                    18%


                                Nine Months Ended September 30,
                                  2004                   2003
                           Amount      Change     Amount      Change
                                     (dollars in millions)

Long-term debt            $11,802.9   $2,373.0   $ 9,429.9   $2,580.9
Short-term debt             3,984.9      195.0     3,789.9     (507.1)

Total                     $15,787.8   $2,568.0   $13,219.8   $2,073.8

Percent change                             19%                    19%


AGFC issued $5.5 billion of long-term debt during the last twelve
months.  The proceeds of these long-term debt issuances were used to
support finance receivable growth and to refinance maturing debt.

Borrowing cost by type and changes in borrowing cost in basis points
when compared to the same periods for the previous year were as
follows:

                                  Three Months Ended September 30,
                                    2004                 2003
                               Rate      Change     Rate      Change

Long-term debt                 4.30%     (16) bp    4.46%    (141) bp
Short-term debt                2.72       15        2.57      (40)

Total                          3.94        -        3.94      (84)


                                  Nine Months Ended September 30,
                                    2004                 2003
                               Rate      Change     Rate      Change

Long-term debt                 4.24%     (51) bp    4.75%    (135) bp
Short-term debt                2.56      (11)       2.67      (39)

Total                          3.81      (34)       4.15      (78)


Federal Reserve actions from 2001 through June 2003 created the lowest
interest rate environment since the 1950s and resulted in lower long-
term debt rates as new issuances were at substantially lower rates
than long-term debt being refinanced.  During 2004, the Federal
Reserve raised the federal funds rate 75 basis points in three actions
beginning in June 2004.
<PAGE> 24

Operating Expenses

Operating expenses were as follows:

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2004          2003      2004          2003
                                      (dollars in millions)

Salaries and benefits    $120.5        $103.2    $366.7        $303.9
Other                      75.9          66.3     218.5         200.1

Total                    $196.4        $169.5    $585.2        $504.0

Amount change            $ 26.9        $ 30.1    $ 81.2        $ 81.1
Percent change              16%           22%       16%           19%

Operating expenses as a
  percentage of average
  net receivables         4.27%         4.76%     4.56%         4.80%


Operating expenses increased for the three and nine months ended
September 30, 2004 when compared to the same periods in 2003 primarily
due to growth in WFI operations and higher salaries and benefits and
advertising expenses.  The increase in salaries and benefits reflected
approximately 470 WFI employees hired during the last twelve months.
The decrease in operating expenses as a percentage of average net
receivables for the three and nine months ended September 30, 2004
when compared to the same periods in 2003 reflected continued emphasis
on controlling operating expenses and higher average net receivables,
partially offset by growth in WFI operations.  Approximately $36.5
million of the Company's operating expenses for the three months ended
September 30, 2004 and $102.1 million of such expenses for the nine
months ended September 30, 2004 were directly related to WFI
operations, compared to $20.0 million for the three months ended
September 30, 2003 and $55.2 million for the nine months ended
September 30, 2003.


Provision for Finance Receivable Losses
                                                     At or for the
                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2004          2003      2004          2003
                                     (dollars in millions)

Provision for finance
  receivable losses      $ 69.1         $82.4    $193.6        $229.8
  Amount change          $(13.3)        $11.0    $(36.2)       $ 14.5
  Percent change          (16)%           15%     (16)%            7%

Net charge-offs          $ 69.1         $78.4    $203.6        $226.8
Charge-off ratio          1.51%         2.21%     1.61%         2.17%
Charge-off coverage       1.65x         1.49x     1.68x         1.54x

60 day+ delinquency                              $468.5        $545.6
Delinquency ratio                                 2.44%         3.64%

Allowance for finance
  receivable losses                              $456.0        $466.0
Allowance ratio                                   2.42%         3.19%
<PAGE> 25

Net charge-offs by type and changes in net charge-offs when compared
to the same periods for the previous year were as follows:

                                 Three Months Ended September 30,
                                   2004                   2003
                              Amount   Change        Amount   Change
                                      (dollars in millions)

Real estate loans            $17.8       $ 0.5      $17.3       $ 4.6
Non-real estate loans         42.6        (8.0)      50.6         3.2
Retail sales finance           8.7        (1.8)      10.5        (0.8)

Total                        $69.1       $(9.3)     $78.4       $ 7.0


                                 Nine Months Ended September 30,
                                   2004                   2003
                              Amount   Change        Amount   Change
                                      (dollars in millions)

Real estate loans            $ 46.9     $  1.9      $ 45.0      $ 7.2
Non-real estate loans         128.3      (19.8)      148.1        4.1
Retail sales finance           28.4       (5.3)       33.7        0.2

Total                        $203.6     $(23.2)     $226.8      $11.5


The decrease in net charge-offs for the three and nine months ended
September 30, 2004 when compared to the same periods in 2003 reflected
lower non-real estate loan and retail sales finance net charge-offs
primarily due to the improving economy.  Real estate loan net charge-
offs increased for the three and nine months ended September 30, 2004
when compared to the same periods in 2003 primarily due to higher real
estate loan average net receivables.

Charge-off ratios by type and changes in charge-off ratios in basis
points when compared to the same periods for the previous year were as
follows:

                                  Three Months Ended September 30,
                                     2004                2003
                               Ratio     Change     Ratio     Change

Real estate loans              0.51%     (18) bp    0.69%       5  bp
Non-real estate loans          5.71     (133)       7.04       34
Retail sales finance           2.74      (48)       3.22      (18)

Total                          1.51      (70)       2.21      (14)


                                  Nine Months Ended September 30,
                                     2004                2003
                               Ratio     Change     Ratio     Change

Real estate loans              0.49%     (12) bp    0.61%      (4) bp
Non-real estate loans          5.80     (105)       6.85        9
Retail sales finance           2.95      (45)       3.40       14

Total                          1.61      (56)       2.17      (22)
<PAGE> 26

The improvement in the charge-off ratios for the three and nine months
ended September 30, 2004 when compared to the same periods in 2003 was
primarily due to the improving economy and a higher proportion of
average net receivables that were real estate loans.

Delinquency by type and changes in delinquency when compared to the
same period for the previous year were as follows:

                                          September 30,
                                   2004                   2003
                              Amount   Change        Amount   Change
                                      (dollars in millions)

Real estate loans            $280.2     $(52.2)     $332.4      $44.4
Non-real estate loans         154.6      (17.8)      172.4       (2.7)
Retail sales finance           33.7       (7.1)       40.8       (0.4)

Total                        $468.5     $(77.1)     $545.6      $41.3


Delinquency at September 30, 2004 was favorably impacted by the
improving economy.

Delinquency ratios by type and changes in delinquency ratios in basis
points when compared to the same period for the previous year were as
follows:

                                          September 30,
                                     2004                2003
                               Ratio     Change     Ratio     Change

Real estate loans              1.94%    (126) bp    3.20%      (6) bp
Non-real estate loans          4.70      (74)       5.44        -
Retail sales finance           2.35      (48)       2.83       14

Total                          2.44     (120)       3.64       (7)


The delinquency ratio at September 30, 2004 decreased when compared to
September 30, 2003 primarily due to the improving economy and a higher
proportion of net finance receivables that were real estate loans.

Our Credit Strategy and Policy Committee evaluates our finance
receivable portfolio monthly 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 decrease in the
allowance for finance receivable losses at September 30, 2004 when
compared to September 30, 2003 was due to net decreases to the
allowance for finance receivable losses through the provision for
finance receivable losses during the period totaling $10.0 million.
These decreases were in response to our lower levels of delinquency.

The allowance as a percentage of net finance receivables at September
30, 2004 decreased primarily due to improved net charge-off and
delinquency statistics caused by the improving economy and a higher
proportion of net finance receivables that were real estate loans.

Charge-off coverage, which compares the allowance for finance
receivable losses to net charge-offs (annualized), improved for the
three and nine months ended September 30, 2004 when compared to the
same periods in 2003 due to lower net charge-offs.
<PAGE> 27

Insurance Losses and Loss Adjustment Expenses

Insurance losses and loss adjustment expenses were as follows:

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2004          2003      2004          2003
                                     (dollars in millions)

Claims incurred          $22.3          $18.2    $63.8          $60.3
Change in benefit
  reserves                (1.0)          (0.8)    (3.4)          (7.3)

Total                    $21.3          $17.4    $60.4          $53.0

Amount change            $ 3.9          $(1.8)   $ 7.4          $(8.0)
Percent change             22%           (9)%      14%          (13)%


Claims incurred increased for the three and nine months ended
September 30, 2004 when compared to the same periods in 2003 primarily
due to property losses in Florida associated with the recent
hurricanes.  The change in benefit reserves for the nine months ended
September 30, 2003 reflected the release of benefit reserves resulting
from the termination of a reinsurance agreement.  In April 2003, we
terminated a reinsurance agreement with a non-subsidiary affiliate and
reversed $3.6 million of annuity reserve expense and annuity premiums
that we previously recorded.


Provision for Income Taxes

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2004          2003      2004          2003
                                     (dollars in millions)

Provision for income
  taxes                  $ 67.2        $ 57.0    $188.2        $156.1
  Amount change          $ 10.2        $ 11.0    $ 32.1        $ 24.1
  Percent change            18%           24%       21%           18%

Pretax income            $182.1        $151.7    $515.0        $428.7
Effective income
  tax rate               36.88%        37.55%    36.55%        36.40%


Provision for income taxes increased for the three and nine months
ended September 30, 2004 when compared to the same periods in 2003
primarily due to higher pretax income.


Asset/Liability Management

In an effort to reduce the risk associated with unfavorable changes in
interest rates not met by favorable changes in finance charge yields
of our finance receivables, we monitor the anticipated cash flows of
our assets and liabilities, principally our finance receivables and
debt.  We fund finance receivables with a combination of fixed-rate
and floating-rate debt and equity.  Management determines the mix of
fixed-rate and floating-rate debt based, in part, on the nature of the
finance receivables being supported.
<PAGE> 28

The primary means by which we obtain fixed-rate debt is by issuing
fixed-rate, long-term debt.  To supplement fixed-rate debt issuances,
AGFC also alters the nature of certain floating-rate funding by using
interest rate swap agreements to create synthetic fixed-rate, long-
term debt, thereby limiting our exposure to market interest rate
increases.  Additionally, AGFC has swapped fixed-rate, long-term debt
to floating-rate, long-term debt.  Including the impact of interest
rate swap agreements that effectively fix floating-rate debt or float
fixed-rate debt, our floating-rate debt represented 37% of our
borrowings at September 30, 2004 compared to 41% at September 30,
2003.  Adjustable-rate net finance receivables represented 21% of our
net finance receivables at September 30, 2004 compared to 25% at
September 30, 2003.



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 as of September 30, 2004 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, evaluates the
     effectiveness of our disclosure controls and procedures as of the
     end of each quarter.  Based on an evaluation of the disclosure
     controls and procedures as of September 30, 2004, the Company's
     principal executive officer and principal financial officer have
     concluded that the disclosure controls and procedures have
     functioned effectively and that the condensed consolidated
     financial statements fairly present our consolidated financial
     position and the results of our operations for the periods
     presented.

(b)  Changes in internal control over financial reporting

     There was no change in the Company's internal control over
     financial reporting during the three months ended September 30,
     2004, that has materially affected, or is reasonably likely to
     materially affect, the Company's internal control over financial
     reporting.
<PAGE> 29

                      PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

See Note 9. of the Notes to Condensed Consolidated Financial
Statements in Part I of this Form 10-Q.


Item 6.  Exhibits.

Exhibits are listed in the Exhibit Index beginning on page 31 herein.
<PAGE> 30

                              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 3, 2004          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> 31

                             Exhibit Index


Exhibit

 (12)      Computation of Ratio of Earnings to Fixed Charges

 (31.1)    Rule 13a-14(a)/15d-14(a) Certifications

 (31.2)    Rule 13a-14(a)/15d-14(a) Certifications

 (32)      Section 1350 Certifications