<PAGE>

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q


(Mark One)

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

For the quarterly period ended               March 31, 1999               

                                     OR

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

For the transition period from _____________ to _____________


                       Commission file number 1-7422


                       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  May 14, 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
                                                    March 31,      
                                               1999          1998  
                                             (dollars in thousands)
<S>                                          <C>           <C>
Revenues
  Finance charges                            $357,394      $326,752
  Insurance                                    42,934        42,961
  Other                                        22,308        18,952

Total revenues                                422,636       388,665

Expenses
  Interest expense                            137,545       121,702
  Operating expenses                          133,669       124,792
  Provision for finance receivable losses      51,810        49,005
  Insurance losses and loss adjustment
    expenses                                   19,873        22,037

Total expenses                                342,897       317,536

Income before provision for income taxes       79,739        71,129

Provision for Income Taxes                     29,032        26,907


Net Income                                   $ 50,707      $ 44,222


<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>
                                             March 31,     December 31,
                                                1999            1998   
                                               (dollars in thousands) 
<S>                                          <C>             <C>
Assets

Finance receivables, net of unearned
  finance charges:
    Real estate loans                        $ 6,068,937     $ 5,757,185
    Non-real estate loans                      2,476,026       2,560,565
    Retail sales finance                       1,260,589       1,339,367

Net finance receivables                        9,805,552       9,657,117
Allowance for finance receivable
  losses                                        (384,152)       (382,450)
Net finance receivables, less allowance
  for finance receivable losses                9,421,400       9,274,667

Investment securities                            995,460         996,599
Cash and cash equivalents                        120,845         148,002
Other assets                                     773,406         753,655

Total assets                                 $11,311,111     $11,172,923


Liabilities and Shareholder's Equity

Long-term debt                               $ 5,466,626     $ 5,176,965
Short-term notes payable:
  Commercial paper                             3,333,961       3,485,648
  Banks and other                                171,000         198,000
Investment certificates                            1,726           1,874
Insurance claims and policyholder
  liabilities                                    431,805         437,079
Other liabilities                                357,798         348,866
Accrued taxes                                     45,460          21,086

Total liabilities                              9,808,376       9,669,518

Shareholder's equity:
  Common stock                                     1,000           1,000
  Additional paid-in capital                     822,497         822,497
  Accumulated other comprehensive    
    income                                        29,043          39,419 
  Retained earnings                              650,195         640,489

Total shareholder's equity                     1,502,735       1,503,405

Total liabilities and shareholder's equity   $11,311,111     $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>
                                                      Three Months Ended
                                                           March 31,     
                                                      1999          1998 
                                                    (dollars in thousands)
<S>                                                 <C>           <C>
Cash Flows from Operating Activities
Net income                                          $   50,707    $   44,222
Reconciling adjustments:
  Provision for finance receivable losses               51,810        49,005
  Depreciation and amortization                         30,727        22,963
  Deferral of finance receivable origination costs     (12,693)      (10,500)
  Deferred income tax benefit                              (58)       (1,093)
  Change in other assets and other liabilities         (12,849)       (6,068)
  Change in insurance claims and
    policyholder liabilities                            (5,274)       (7,715)
  Change in taxes receivable and payable                29,098        25,547 
  Other, net                                            26,661         1,369
Net cash provided by operating activities              158,129       117,730

Cash Flows from Investing Activities
  Finance receivables originated or purchased       (1,452,457)   (1,273,511)
  Principal collections on finance receivables       1,248,448     1,146,970
  Investment securities purchased                     (110,991)      (65,710)
  Investment securities called, matured and sold        78,714        41,406
  Change in premiums on finance receivables
    purchased and deferred charges                      (7,161)      (24,449)
  Other, net                                           (10,703)       (1,590)
Net cash used for investing activities                (254,150)     (176,884)

Cash Flows from Financing Activities
  Proceeds from issuance of long-term debt             314,559       536,270
  Repayment of long-term debt                          (25,859)     (479,026)
  Change in investment certificates                       (148)         (333)
  Change in short-term notes payable                  (178,687)       41,511 
  Dividends paid                                       (41,001)      (31,599)
Net cash provided by financing activities               68,864        66,823 

(Decrease) increase in cash and cash equivalents       (27,157)        7,669 
Cash and cash equivalents at beginning of period       148,002       105,695
Cash and cash equivalents at end of period           $ 120,845     $ 113,364

Supplemental Disclosure of Cash Flow Information
  Income taxes paid (received)                       $     648     $ (20,397)
  Interest paid                                      $ 155,021     $ 138,686

<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
                                                            March 31,      
                                                       1999          1998  
                                                     (dollars in thousands)

<S>                                                  <C>            <C>
Net income                                           $50,707        $44,222

Other comprehensive income:
  Net unrealized losses on investment
    securities                                       (15,658)        (1,327)
  Income tax effect                                    5,494            464 

  Net unrealized losses on investment
    securities, net of tax                           (10,164)          (863)

  Reclassification adjustment for realized
    gains included in net income                        (305)            (2)
  Income tax effect                                       93              1 

  Realized gains included in net income,
    net of tax                                          (212)            (1)

Other comprehensive loss, net of tax                 (10,376)          (864)


Comprehensive income                                 $40,331        $43,358


<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
                               March 31, 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 March 31, 1999 and December 31, 1998, its consolidated results
of  operations for  the three  months ended  March 31,  1999 and  1998, its
consolidated cash flows for the three months ended March 31, 1999 and 1998,
and  its consolidated comprehensive income for the three months ended March
31,  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 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.   This  statement is
effective for years beginning after June 15, 1999.  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 March 31,
1999,  interest  rate  swap agreements  in  which  AGFC  contracted to  pay
interest  at fixed  rates and  receive interest  at floating  rates totaled
$935.0  million in  notional amount, with  a weighted  average pay  rate of
6.74% 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 March  31, 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 three 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 1998,  within the  amounts
previously  recorded  in the Company's  consolidated  financial statements.
To reflect this settlement, in second  quarter 1999 the Company will reduce
goodwill by approximately $70.0 million, with  a corresponding reduction of
tax  liabilities.  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.

For the three months ended March 31, 1999:

                       Consumer    Centralized                  Total
                       Branches    Real Estate   Insurance     Segments 
                                    (dollars in thousands)
Revenues:
  External:
    Finance charges   $329,156      $ 42,037     $   -         $371,193
    Insurance              443          -          42,491        42,934
    Other                  710         1,846       19,889        22,445
  Intercompany          17,550           (39)     (16,900)          611 
Pretax income           71,729         9,456       18,147        99,332



For the three months ended March 31, 1998:

                       Consumer    Centralized                  Total
                       Branches    Real Estate   Insurance     Segments 
                                    (dollars in thousands)
Revenues:
  External:
    Finance charges   $308,097      $ 26,559     $   -         $334,656
    Insurance              492          -          42,469        42,961
    Other                  (56)         (298)      19,253        18,899
  Intercompany          17,262            50      (16,677)          635 
Pretax income           56,281         6,539       16,719        79,539



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

                                            Three Months Ended
                                                 March 31,      
                                            1999          1998  
                                          (dollars in thousands)
Pretax Income:

Segments                                  $ 99,332      $ 79,539
Corporate                                  (19,593)       (8,410)

Total consolidated pretax income          $ 79,739      $ 71,129
<PAGE>
<PAGE> 9

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:   

                                          Three Months Ended
                                               March 31,      
                                          1999           1998 
                                         (dollars in millions)
Principal sources of cash flow:

  Operations                             $158.1         $117.7
  Net issuance of debt                    109.9           98.4

  Principal sources of cash flow         $268.0         $216.1


Principal uses of cash flow:

  Net originations and purchases
    of finance receivables               $204.0         $126.5
  Dividends paid                           41.0           31.6
  Increase in premiums on finance
    receivables purchased and 
    deferred charges                        7.2           24.4

  Principal uses of cash flow            $252.2         $182.5

 
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  March 31, 1999, the Company's capital totaled $10.5 billion, consisting
of $9.0  billion of  debt  and $1.5  billion of  equity,  compared to  $8.6
billion at  March 31,  1998, consisting  of $7.3 billion  of debt  and $1.3
billion of equity.
<PAGE>
<PAGE> 10

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
manage  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 March 31, 1999 was 7.48 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  March  31,  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
(the "shared  uncommitted facilities").    Available borrowings  under  all
facilities  are  reduced  by  any  outstanding  borrowings.     Information
concerning the credit facilities follows:
<PAGE>
<PAGE> 11

                                                March 31,      
                                           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          $  363.5     $  318.5
  Shared uncommitted facilities              150.0        200.0
  Borrowings                                (171.0)       (90.0)

  Remaining availability                  $  342.5     $  428.5


A subsidiary  of AGFI arranges  interim financing for  third-party mortgage
originators through  a bank  purchase facility.   At March  31, 1999,  this
facility  totaled  $563.0 million  with  remaining  availability of  $373.0
million.


Year 2000 Contingency

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

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

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

Third  Party Relationships.    The Company  has relationships  with various
third  parties  who must  also be  Year 2000  ready.   These  third parties
provide (or  receive) resources and  services to (or from)  the Company and
include organizations with which the  Company exchanges information.  Third
parties include vendors  of hardware, software,  and information  services;
providers of infrastructure services such as voice and data  communications
and utilities for office  facilities; and customers.  Third  parties differ
from  internal systems in  that the Company exercises  less, or no, control
over Year 2000 readiness.   The Company has developed a  plan to assess and
attempt  to mitigate  the risks  associated with  the potential  failure of
<PAGE>
<PAGE> 12

third  parties to  achieve  Year 2000  readiness.  The  plan  includes  the
following activities: (1) identify and  classify third party  dependencies;
(2) research, analyze, and document  Year 2000 readiness for critical third
parties;  and   (3)  test  critical  hardware  and  software  products  and
electronic  interfaces.  As  of April 30, 1999, the Company  has identified
and assessed  its critical  third party  dependencies.   Of these  critical
dependencies, approximately 68 have  been  identified  as being of a nature
that required  them to be  covered  in the Company's  contingency  planning
efforts.  Due  to the  various  stages of  Year  2000  readiness  for these
critical third-party dependencies, the Company's testing activities related
to critical third parties will extend throughout 1999.

Contingency Plan.  The Company has commenced contingency planning to reduce
the risk of  Year 2000-related  business failures.   The contingency  plan,
which addresses  both  internal  systems  and  third  party  relationships,
includes 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 April 30,  1999, the contingency  plan
has been completed and will be  tested during the second and third quarters
of 1999.

Risks and Uncertainties.  Based on  its plan to make internal systems ready
for Year  2000, to  deal with  third party  relationships,  and to  develop
contingency actions, the Company  believes that it will experience  at most
isolated  and minor disruptions of business processes following the turn of
the century.  Such disruptions  are not expected to have a  material effect
on  the  Company's future  results of  operations, liquidity,  or financial
condition.  However, due to  the magnitude and complexity of  this project,
risks and uncertainties exist and the Company is not able to predict a most
reasonably  likely worst  case scenario.   If  Year 2000  readiness is  not
achieved due to the Company's failure to maintain  critical systems as Year
2000  ready, failure  of  critical  third  parties  to  achieve  Year  2000
readiness  on a timely basis,  failure of contingency  plans to reduce Year
2000-related  business  failures,  or  other  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 March 31, 1999, the Company has incurred  and expensed $6.9
million  (pretax) related  to Year  2000 readiness,  including $.6  million
incurred  during first  quarter  1999 and  $.1  million incurred  in  first
quarter 1998.  The Company currently anticipates that  it will incur future
costs  of  approximately  $2.3  million  (pretax)  to  maintain  Year  2000
readiness, complete Year 2000  work on non-critical systems and  testing of
critical third  party  relationships,  and  continue  contingency  planning
activities.  The Company has accelerated the replacement of certain systems
as part of its Year 2000 activities.  Costs of the replacement systems were
capitalized  and are  being amortized over their useful  lives, recorded as
operating leases, or expensed as incurred in accordance with  the Company's
normal accounting policies.  Anticipated replacement costs incurred in 1998
totaled  $2.1 million.  Replacement  costs for  1999 are  anticipated to be
immaterial.
<PAGE>
<PAGE> 13

                       SELECTED FINANCIAL INFORMATION


The following table shows selected financial information of the Company:

                                                         At or for the
                                                      Three Months Ended
                                                           March 31,       
                                                     1999            1998  
                                                    (dollars in thousands)
Average finance receivables net
  of unearned finance charges
  (average net receivables)                        $9,720,860    $8,002,228

Average borrowings                                 $8,872,271    $7,277,756

Yield - finance charges (annualized)
  as a percentage of average net 
  receivables                                          14.85%        16.48%

Borrowing cost - interest expense
  (annualized) as a percentage of
  average borrowings                                    6.22%         6.71%

Interest spread - yield less 
  borrowing cost                                        8.63%         9.77%

Insurance revenues (annualized) as
  a percentage of average net 
  receivables                                           1.77%         2.15%

Operating expenses (annualized) as
  a percentage of average net 
  receivables                                           5.50%         6.24%

Return on average assets 
  (annualized)                                          1.81%         1.89%

Return on average equity
  (annualized)                                         13.38%        13.81%

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                       2.14%         2.70%

Allowance ratio - allowance for 
  finance receivable losses as a
  percentage of net finance 
  receivables                                           3.92%         4.56%

Ratio of earnings to fixed charges
  (refer to Exhibit 12 for 
  calculations)                                         1.56          1.57
<PAGE>
<PAGE> 14

Selected Financial Information (Continued)


                                                            March 31,    
                                                        1999        1998 

Delinquency ratio - finance receivables 
  60 days or more past due as a 
  percentage of related receivables                     3.65%       3.49%

Debt to tangible equity ratio - debt to
  equity less goodwill and net unrealized
  gains or losses on investment securities              7.48        7.50

Debt to equity ratio                                    5.97        5.78



                       ANALYSIS OF OPERATING RESULTS


Net Income

Net income increased $6.5 million, or 15%, for the three months ended March
31, 1999 when  compared to the  same period in  1998.  See  Note 5. 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 March 31, 1999, real estate loans accounted for 62% of total net
finance receivables outstanding compared to 53% at March 31, 1998.  

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


Finance Charges

Finance charges increased  $30.6 million, or 9%, for the three months ended
March  31, 1999 when compared to the same period in 1998 due to an increase
in  average  net  receivables, partially  offset  by  a  decline in  yield.
Average  net  receivables increased  $1.7 billion,  or  21%, for  the three
months  ended March  31, 1999  when  compared to  the same  period in  1998
primarily due  to growth in real  estate loans.  Yield  decreased 163 basis
points for the three months  ended March 31, 1999 when compared to the same
period   in  1998  primarily  due  to  the  larger  proportion  of  finance
receivables that are real estate loans, which generally have lower yields.
<PAGE>
<PAGE> 15

Insurance Revenues

Insurance revenues  remained at near  the same level  for the three  months
ended March 31, 1999 when compared to the same period in 1998.


Other Revenues

Other revenues increased $3.4  million, or 18%, for the  three months ended
March  31, 1999 when compared  to the same period  in 1998 primarily due to
increases in warehouse fees, investment  revenue, and revenue on foreclosed
real estate.  The increase in warehouse 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 a decline in adjusted portfolio yield.


Interest Expense

Interest  expense increased  $15.8 million,  or 13%,  for the  three months
ended March 31,  1999 when compared  to the same period  in 1998 due  to an
increase  in average borrowings, partially offset by a decline in borrowing
cost.   Average borrowings increased  $1.6 billion, or  22%, for  the three
months ended  March 31,  1999  when compared  to the  same  period in  1998
primarily  to support finance receivable growth.   Borrowing cost decreased
49 basis points for the three months ended March 31, 1999 when  compared to
the same period in 1998 due to lower rates on both long-term and short-term
debt.


Operating Expenses

Operating  expenses increased  $8.9 million,  or 7%,  for the  three months
ended March 31, 1999 when compared to the same period in 1998 primarily due
to  increases  in litigation  expenses,  amortization  of intangibles,  and
salaries and benefits expenses, partially offset by an increase in deferred
loan  origination costs.   See  Legal Proceedings  in Part  II  for further
information on litigation.  


Provision for Finance Receivable Losses

Provision  for finance receivable losses increased $2.8 million, or 6%, for
the  three months ended March 31, 1999 when  compared to the same period in
1998 primarily due to a $5.0 million reduction in the  amounts provided for
the  allowance  for  finance  receivable  losses  in  first  quarter  1998,
partially offset by a decrease in net charge-offs in first quarter 1999.
<PAGE>
<PAGE> 16

Net charge-offs  for the  three months  ended March 31,  1999 decreased  to
$51.8 million from $54.0 million for the same  period in 1998.  The charge-
off ratio was  2.14% for the three months ended March  31, 1999 compared to
2.70%  for the same period  in 1998.  The  decrease in the charge-off ratio
reflected  the results of the continuing efforts to improve credit quality,
including raising  underwriting standards and increasing  the proportion of
real estate loans which generally have lower net charge-offs.

At March 31,  1999, delinquencies  were $377.9 million  compared to  $303.3
million at March 31, 1998.  The following table shows delinquency ratios by
type of finance receivable:

                                                March 31,     
                                           1999          1998 

Real estate loans                          3.34%         2.73%
Non-real estate loans                      5.22          5.28
  Total loans                              3.93          3.72
Retail sales finance                       1.96          2.40
  Total delinquency ratio                  3.65          3.49


The increase  in the  delinquency ratio from  March 31, 1998  reflected the
maturing  of  purchased real-estate  portfolios  which  were primarily  new
originations when purchased and the effects of general economic conditions.

At March 31,  1999, the allowance for finance  receivable losses was $384.2
million compared to $367.7 million at  March 31, 1998.  The allowance ratio
at March  31, 1999 was  3.92% compared  to 4.56%  at March 31,  1998.   The
Company  maintains the allowance for  finance receivable losses  at a level
based  on 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  March 31, 1999 when  compared to the same
period in 1998 due  to a decrease  in claims paid,  partially offset by  an
increase in provision for  future benefits.  Claims decreased  $3.0 million
primarily  due to favorable loss experience on credit insurance.  Provision
for future benefits  increased $.8 million  due to increased sales  of non-
credit insurance products.    


Provision for Income Taxes

The provision for income taxes increased $2.1 million, or 8%, for the three
months  ended  March 31,  1999 when  compared to  the  same period  in 1998
primarily  due  to  higher taxable  income,  partially  offset  by a  lower
effective tax rate.  The effective tax rate was 36.41% for the three months
ended March 31, 1999 compared to 37.83% for the same period in 1998.
<PAGE>
<PAGE> 17

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;  and (4)
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> 18

                       PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

In addition to  those lawsuits  or proceedings disclosed  in the  Company's
1998 Form 10-K, 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 arise  in jurisdictions,  such as
Alabama and Mississippi, that permit damage  awards disproportionate to the
actual  economic  damages  incurred.    Based  upon  information  presently
available, the Company believes that the total amounts that will ultimately
be paid, if any, arising from these lawsuits and proceedings  will not have
a  material  adverse  effect  on  the  Company's  consolidated  results  of
operations  and financial position.  However, 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 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.

     No Current  Reports on Form 8-K were filed during the first quarter of
     1999.
<PAGE>
<PAGE> 19

                                 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:  May 14, 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> 20

                               Exhibit Index



      Exhibits                                                      Page

(12)  Computation of Ratio of Earnings to Fixed Charges.             21

(27)  Financial Data Schedule.                                       22
<PAGE>