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, 2003

                                  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 October 28, 2003, there were 2,000,000 shares of the registrant's
common stock, $.50 par value, outstanding.
<PAGE> 2

                           TABLE OF CONTENTS


          Item                                                    Page

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

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

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

Part II    1.  Legal Proceedings  . . . . . . . . . . . . . . . . . 28

           6.  Exhibits and Reports on Form 8-K . . . . . . . . . . 28



                         AVAILABLE INFORMATION

The Company 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 the
Company) file electronically with the SEC.  The SEC's website is
www.sec.gov.  Our annual report on Form 10-K for the year ended
December 31, 2002 and our 2003 quarterly reports on Form 10-Q are
available free of charge on our Internet website www.agfinance.com.
The information on the Company's 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,
                                2003       2002        2003           2002
                                         (dollars in thousands)

Revenues
  Finance charges             $445,241   $427,457    $1,327,011   $1,274,237
  Insurance                     46,307     47,839       134,687      141,389
  Other                         61,742     19,896       165,935       66,133

Total revenues                 553,290    495,192     1,627,633    1,481,759

Expenses
  Interest expense             132,263    135,914       412,104      411,734
  Operating expenses           169,519    139,424       504,019      422,921
  Provision for finance
    receivable losses           82,362     71,404       229,783      215,315
  Insurance losses and loss
    adjustment expenses         17,438     19,201        52,987       60,994

Total expenses                 401,582    365,943     1,198,893    1,110,964

Income before provision for
  income taxes                 151,708    129,249       428,740      370,795

Provision for Income Taxes      56,969     46,013       156,069      132,006


Net Income                    $ 94,739   $ 83,236    $  272,671   $  238,789




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

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



                                                 September 30,  December 31,
                                                    2003             2002
                                                 (Unaudited)
                                                   (dollars in thousands)
Assets

Net finance receivables:
  Real estate loans                              $10,457,162     $ 9,498,046
  Non-real estate loans                            2,870,403       2,958,925
  Retail sales finance                             1,296,685       1,389,241

Net finance receivables                           14,624,250      13,846,212
Allowance for finance receivable losses             (466,031)       (463,031)
Net finance receivables, less allowance
  for finance receivable losses                   14,158,219      13,383,181

Investment securities                              1,287,783       1,227,156
Cash and cash equivalents                            235,244         153,660
Other assets                                         781,211         720,289

Total assets                                     $16,462,457     $15,484,286


Liabilities and Shareholder's Equity

Long-term debt                                   $10,082,778     $ 9,566,256
Short-term debt                                    3,627,705       3,375,674
Insurance claims and policyholder
  liabilities                                        443,697         472,348
Other liabilities                                    531,548         442,932
Accrued taxes                                         45,003          40,259

Total liabilities                                 14,730,731      13,897,469

Shareholder's equity:
  Common stock                                         1,000           1,000
  Additional paid-in capital                         920,276         920,276
  Accumulated other comprehensive loss               (29,481)        (68,938)
  Retained earnings                                  839,931         734,479

Total shareholder's equity                         1,731,726       1,586,817

Total liabilities and shareholder's equity       $16,462,457     $15,484,286




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,
                                                       2003          2002
                                                     (dollars in thousands)

Cash Flows from Operating Activities
Net income                                          $  272,671    $  238,789
Reconciling adjustments:
  Provision for finance receivable losses              229,783       215,315
  Depreciation and amortization                        144,096       109,415
  Deferral of finance receivable origination
    costs                                              (50,213)      (44,080)
  Deferred income tax charge                                72         8,865
  Origination of real estate loans held for sale    (1,751,151)         -
  Sales and principal collections of real estate
    loans held for sale                              1,784,238          -
  Change in other assets and other liabilities          94,276        48,876
  Change in insurance claims and policyholder
    liabilities                                        (28,651)      (30,087)
  Change in taxes receivable and payable                (2,286)      (48,449)
  Other, net                                             9,899         7,478
  Net cash provided by operating activities            702,734       506,122

Cash Flows from Investing Activities
  Finance receivables originated or purchased       (6,401,514)   (5,944,368)
  Principal collections on finance receivables       5,344,721     4,603,854
  Acquisition of Wilmington Finance, Inc.              (93,189)         -
  Investment securities purchased                     (373,595)     (506,049)
  Investment securities called and sold                305,845       457,858
  Investment securities matured                         18,375        22,975
  Change in premiums on finance receivables
    purchased and deferred charges                         617       (59,806)
  Other, net                                           (12,041)       (9,145)
Net cash used for investing activities              (1,210,781)   (1,434,681)

Cash Flows from Financing Activities
  Proceeds from issuance of long-term debt           1,726,899     2,922,962
  Repayment of long-term debt                       (1,222,080)   (1,042,490)
  Change in short-term debt                            252,031      (809,120)
  Capital contribution from parent                        -           33,000
  Dividends paid                                      (167,219)     (146,996)
Net cash provided by financing activities              589,631       957,356

Increase in cash and cash equivalents                   81,584        28,797
Cash and cash equivalents at beginning of period       153,660       179,002
Cash and cash equivalents at end of period          $  235,244    $  207,799




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,
                                   2003        2002        2003       2002
                                           (dollars in thousands)


Net income                       $ 94,739    $ 83,236    $272,671   $238,789

Other comprehensive gain (loss):

  Net unrealized gains (losses):
    Investment securities         (18,897)     29,024      12,031     34,424
    Interest rate swaps             8,092     (80,029)    (13,517)  (141,453)

  Income tax effect:
    Investment securities           6,614     (10,807)     (4,200)   (12,049)
    Interest rate swaps            (2,831)     28,009       4,731     49,508

  Net unrealized losses, net
    of tax                         (7,022)    (33,803)       (955)   (69,570)

  Reclassification adjustments
    for realized losses
    included in net income:
      Investment securities         2,022         911       4,320      2,595
      Interest rate swaps          15,735      24,851      57,853     80,047

  Income tax effect:
    Investment securities            (708)       (319)     (1,512)      (908)
    Interest rate swaps            (5,508)     (8,697)    (20,249)   (28,016)

  Realized losses included
    in net income, net of tax      11,541      16,746      40,412     53,718

Other comprehensive gain (loss),
  net of tax                        4,519     (17,057)     39,457    (15,852)


Comprehensive income             $ 99,258    $ 66,179    $312,128   $222,937




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

               AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
            Notes to Condensed Consolidated Financial Statements
                             September 30, 2003



Note 1.  Principles of Consolidation

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



Note 2.  Adjustments and Reclassifications

We made all adjustments, consisting only of normal recurring
adjustments, that we considered necessary for a fair statement of the
Company's condensed consolidated financial statements.  These
statements should be read in conjunction with the consolidated
financial statements and related notes included in our annual report
on Form 10-K for the year ended December 31, 2002.



Note 3.  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.  WFI
originates non-conforming residential real estate loans nationally,
primarily through broker relationships and, to a lesser extent,
directly to consumers, and sells its originated loans to third party
investors with servicing released to the purchaser.  WFI also
provides, for a fee, marketing, certain origination processing
services, loan servicing, and related services for a non-subsidiary
affiliate's origination and sale of non-conforming residential real
estate loans.  WFI provides the Company with another source of revenue
through its gains on real estate loan sales and servicing fees.  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, and
originally classified the $95.0 million of intangibles as goodwill
pending an independent valuation.  We finalized an independent
valuation of the intangibles in second quarter 2003 and reclassified
$40.8 million from goodwill to WFI other intangibles.  Goodwill and
WFI other intangibles are both included in other assets.  WFI other
intangibles primarily consisted of broker relationships and non-
compete agreements and had an initial weighted-average amortization
period of 9 years.
<PAGE> 8

Changes in goodwill by business segment were as follows:

                                    Consumer
                                    Finance     Insurance     Total
                                         (dollars in thousands)

Balance December 31, 2002          $149,781     $ 12,104     $161,885
Acquisition of WFI                   95,000         -          95,000
Reclassification to WFI
  other intangibles                 (40,850)        -         (40,850)

Balance September 30, 2003         $203,931     $ 12,104     $216,035


WFI other intangibles of $35.1 million at September 30, 2003 are net
of accumulated amortization of $5.7 million recognized during second
and third quarter 2003.

At January 1, 2003, estimated WFI other intangibles amortization
expense for the next five years was as follows:

                      WFI Other Intangibles
                      Amortization Expense
                     (dollars in thousands)

2003                         $7,662
2004                          7,212
2005                          6,087
2006                          3,629
2007                          3,629



Note 4.  Accounting Change

In November 2002, the Financial Accounting Standards Board issued
Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others".  FIN 45 elaborates on the disclosures to be
made by a guarantor in its financial statements about its obligations
under certain guarantees that it has issued.  It also clarifies that a
guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing
the guarantee.  Certain guarantee contracts are excluded from both the
disclosure and recognition requirements of FIN 45, including, among
others, residual value guarantees under capital lease arrangements and
loan commitments.  The disclosure requirements of FIN 45 were
effective as of December 31, 2002.  The recognition requirements of
FIN 45 are to be applied prospectively to guarantees issued or
modified after December 31, 2002.  The adoption of FIN 45 did not have
a material impact on our consolidated results of operations, financial
position, or liquidity.
<PAGE> 9

Note 5.  Finance Receivables

Components of net finance receivables by type were as follows:

                                           September 30, 2003
                               Real        Non-real      Retail
                              Estate        Estate        Sales
                               Loans         Loans       Finance     Total
                                        (dollars in thousands)

Gross receivables           $10,393,171  $3,168,455  $1,440,658  $15,002,284
Unearned finance charges
  and points and fees          (140,251)   (376,845)   (156,068)    (673,164)
Accrued finance charges          80,824      37,839      12,108      130,771
Deferred origination costs       17,824      33,907        -          51,731
Premiums, net of discounts      105,594       7,047         (13)     112,628

Total                       $10,457,162  $2,870,403  $1,296,685  $14,624,250


                                            December 31, 2002
                               Real        Non-real      Retail
                              Estate        Estate        Sales
                               Loans         Loans       Finance     Total
                                         (dollars in thousands)

Gross receivables           $ 9,409,294  $3,297,232  $1,550,215  $14,256,741
Unearned finance charges
  and points and fees          (148,421)   (432,747)   (176,463)    (757,631)
Accrued finance charges          79,664      41,788      13,194      134,646
Deferred origination costs       12,864      36,223        -          49,087
Premiums, net of discounts      144,645      16,429       2,295      163,369

Total                       $ 9,498,046  $2,958,925  $1,389,241  $13,846,212



Note 6.  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,
                                 2003          2002      2003          2002
                                           (dollars in thousands)

Balance at beginning of period  $462,031    $449,603    $463,031    $448,251
Provision for finance
  receivable losses               82,362      71,404     229,783     215,315
Allowance related to net
  acquired receivables              -         16,799        -         18,151
Charge-offs                      (88,395)    (80,974)   (257,013)   (244,743)
Recoveries                        10,033       9,570      30,230      29,428

Balance at end of period        $466,031    $466,402    $466,031    $466,402
<PAGE> 10

Note 7.  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 has generally limited its use of derivative financial instruments
to interest rate swap agreements.  These interest rate swap agreements
are designated and qualify as cash flow hedges or fair value hedges.

AGFC uses interest rate swap agreements to limit our exposure to
market interest rate risk in the funding of our operations.  Most of
our swaps synthetically convert certain short-term or floating-rate
debt to a long-term fixed-rate.  The synthetic long-term fixed rates
achieved through interest rate swap agreements are slightly lower than
could have been achieved by issuing comparable fixed-rate, long-term
debt.  Additionally, AGFC has swapped fixed-rate, long-term debt to
floating-rate, long-term debt.  As an alternative to funding without
these derivative financial instruments, AGFC's interest rate swap
agreements did not have a material effect on the Company's net income
during the nine months ended September 30, 2003 or 2002.



Note 8.  Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss were as
follows:

                                         September 30,   December 31,
                                             2003            2002
                                            (dollars in thousands)

Net unrealized losses on interest
  rate swaps                             $(70,086)           $(98,904)
Net unrealized gains on investment
  securities                               40,605              29,966

Total                                    $(29,481)           $(68,938)



Note 9.  Segment Information

We have two business segments: consumer finance and insurance.  Our
segments are defined by the type of financial service product offered.
The consumer finance segment makes home equity loans, originates
secured and unsecured consumer loans, extends lines of credit, and
purchases retail sales contracts from, and provides revolving retail
services for, retail merchants.  We also purchase, from a non-
subsidiary affiliate, private label receivables under a participation
agreement and real estate loans under a purchase agreement.  To
supplement our lending and retail sales financing activities, we
purchase portfolios of real estate loans, non-real estate loans, and
retail sales finance receivables.  We also originate real estate loans
through brokers for sale to third party investors.  We offer credit
and non-credit insurance to our consumer finance customers.  The
insurance segment writes and assumes credit and non-credit insurance
through products that are offered principally by the consumer finance
segment.
<PAGE> 11

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, 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 three months ended September 30, 2002:

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


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


For the nine months ended September 30, 2002:

                              Consumer                       Total
                              Finance      Insurance       Segments
                                     (dollars in thousands)
Revenues:
  External:
    Finance charges          $1,336,106     $   -        $1,336,106
    Insurance                       760      140,629        141,389
    Other                       (12,391)      65,976         53,585
  Intercompany                   58,462      (56,154)         2,308
Pretax income                   345,908       65,893        411,801
<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,
                          2003          2002      2003          2002
                                    (dollars in thousands)
Pretax income:
  Segments               $158,760    $143,028    $472,326    $411,801
  Corporate                (5,680)    (12,452)    (35,478)    (37,684)
  Adjustments              (1,372)     (1,327)     (8,108)     (3,322)

Consolidated pretax
  income                 $151,708    $129,249    $428,740    $370,795


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



Note 10.  Legal Contingencies

Satellite Dish Operations Bankruptcy

In August 1999, a subsidiary of the Company, A.G. Financial Service
Center, Inc. (Financial Service Center), formerly named American
General Financial Center, filed a voluntary petition to reorganize
under Chapter 11 of the United States Bankruptcy Code.  The decision
to reorganize was necessitated by the judgment rendered against
Financial Service Center by a Mississippi state court in May 1999 in
the amount of $167 million.  The filing for reorganization under
Chapter 11 was limited to Financial Service Center.

The plan of reorganization was confirmed by the bankruptcy court in
February 2001, distributions under the plan were substantially
completed, and in September 2003 the court closed the case.  Certain
creditors have appealed the 2001 confirmation of the plan (and the
appeals are still pending), but we do not expect their appeal to
prevail.


Other

AGFI and certain of its subsidiaries are also parties to various other
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, such as
Mississippi, that permit damage awards disproportionate to the actual
economic damages alleged to have been incurred.  Based upon
information presently available, we believe that the total amounts
that will ultimately be paid arising from these lawsuits and
proceedings will not have a material adverse effect on our
consolidated results of operations or financial position.  However,
the 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).  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.  We do not allow loans to executive officers.  The systems
include a documented organizational structure and policies and
procedures that we communicate throughout the Company. Our internal
auditors report directly to AIG to strengthen independence.  They
continually monitor the operation of our internal controls and report
their findings to the Company's management and AIG's internal audit
department.  We take prompt action to correct control deficiencies and
address opportunities for improving the system.  The Company's
management assesses the adequacy of our internal control structure
quarterly.  Based on these assessments, management has concluded that
the internal control structure and the procedures for financial
reporting have functioned effectively and that the 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;
     *  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, credit
        losses and the levels of unemployment and personal
        bankruptcies;
     *  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 events and acts of God 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 Securities and Exchange
Commission.  We are under no obligation to (and expressly disclaim any
such obligation to) update or alter any forward-looking statement,
whether written or oral, that may be made from time to time, whether
as a result of new information, future events or otherwise.
<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 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 and the analysis of the trends in credit quality
considered by the Credit Strategy and Policy Committee to support its
conclusions.


                    OFF-BALANCE SHEET ARRANGEMENTS

We do not have any material off-balance sheet arrangements as defined
by Securities and Exchange Commission 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
historically received capital contributions from its parent to support
finance receivable growth and maintain targeted leverage.

In second quarter 2003, AGFC began issuing long-term debt under a
retail note program.  These senior, unsecured notes are sold by
brokers to individual investors for a minimum investment of $1,000 and
increments of $1,000.

Also in second quarter 2003, a consolidated special purpose subsidiary
of AGFI purchased $266.8 million of real estate loans from seven
subsidiaries of AGFC.  The AGFI subsidiary securitized $259.0 million
of these real estate loans and recorded the transaction as an "on
balance sheet" secured financing.
<PAGE> 16

Principal sources and uses of cash were as follows:

                                               Nine Months Ended
                                                 September 30,
                                              2003           2002
                                             (dollars in millions)
Principal sources of cash:
  Net issuance of debt                       $  756.9     $1,071.4
  Operations                                    702.7        506.1
  Capital contribution                             -          33.0

  Total                                      $1,459.6     $1,610.5


Principal uses of cash:
  Net originations and purchases
    of finance receivables                   $1,056.8     $1,340.5
  Dividends paid                                167.2        147.0

  Total                                      $1,224.0     $1,487.5


We believe that our overall sources of liquidity will continue to be
sufficient to satisfy our foreseeable operational requirements and
financial obligations.  The principal risk 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 factors by continuing to operate the Company
within the following strategies:

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

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.  At
September 30, 2003, we had $2.8 billion of long-term debt securities
registered under the Securities Act of 1933 that had not yet been
issued from an initial $5.75 billion.  We also maintain committed bank
credit facilities and 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,
                                      2003                2002
                                 Amount  Percent     Amount  Percent
                                        (dollars in millions)

Long-term debt                  $10,082.8     65%   $ 8,185.6     60%
Short-term debt                   3,627.7     24      4,044.4     29

Total debt                       13,710.5     89     12,230.0     89
Equity                            1,731.7     11      1,462.9     11

Total capital                   $15,442.2    100%   $13,692.9    100%

Net finance receivables         $14,624.3           $13,160.3
Debt to equity ratio                7.92x               8.36x
Debt to tangible equity ratio       8.87x               8.87x


Reconciliations of equity to tangible equity were as follows:

                                                September 30,
                                             2003           2002
                                            (dollars in millions)

Equity                                     $ 1,731.7     $ 1,462.9
Goodwill                                      (216.0)       (161.9)
Accumulated other comprehensive loss            29.5          77.5

Tangible equity                            $ 1,545.2     $ 1,378.5


Our capital varies primarily with the level of net finance
receivables.  The increase in total capital at September 30, 2003 when
compared to September 30, 2002 was greater than our finance receivable
growth for the same period due to capital required to support the
acquisition of WFI and its operations.  The capital mix of debt and
equity is based primarily upon maintaining leverage that supports
cost-effective funding.

We issue a combination of fixed-rate debt, principally long-term, and
floating-rate debt, principally short-term.  AGFC obtains our fixed-
rate funding through public issuances of long-term debt with
maturities generally ranging from three to ten years.  Most floating-
rate funding is through AGFI and AGFC sales and refinancing of
commercial paper and through AGFC issuance 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, 2003, short-term debt included
$3.0 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, 2003, short-term
debt included $560.9 million of extendible commercial notes.

AGFI has paid dividends to (or received capital contributions from)
its parent to manage our leverage of debt to tangible equity (equity
less goodwill and accumulated other comprehensive income) to a 9.0 to
1 target.  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 targeted leverage.
<PAGE> 18

Liquidity Facilities

We participate in credit facilities to support the issuance of
commercial paper and to provide an additional source of funds for
operating requirements.  At September 30, 2003, AGFC had committed
credit facilities totaling $3.0 billion, including a facility under
which AGFI is an eligible borrower for up to $300.0 million.  The
annual commitment fees for the facilities currently average 0.07% and
are based upon AGFC's long-term credit ratings.

At September 30, 2003, 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.

Available borrowings under all facilities are reduced by any
outstanding borrowings.  At September 30, 2003 and September 30, 2002,
AGFI's outstanding borrowings totaled $60.0 million.  AGFC guarantees
its subsidiary borrowings under uncommitted credit facilities.  AGFC
does not guarantee any borrowings of AGFI.



         ANALYSIS OF OPERATING RESULTS AND FINANCIAL CONDITION


Net Income
                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2003          2002      2003          2002
                                     (dollars in millions)

Net income               $ 94.7        $ 83.2    $272.7        $238.8
  Amount change          $ 11.5        $ 59.0    $ 33.9        $ 79.9
  Percent change            14%          244%       14%           50%

Return on average
  assets (annualized)     2.34%         2.40%     2.28%         2.34%
Return on average
  equity (annualized)    21.86%        23.85%    21.47%        22.99%
Ratio of earnings to
  fixed charges                                   2.01x         1.87x


See Note 9. 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,
                          2003          2002      2003          2002
                                     (dollars in millions)

Finance charges          $   445.2  $   427.5    $ 1,327.0  $ 1,274.2
  Amount change          $    17.7  $    (4.5)   $    52.8  $    (8.8)
  Percent change                4%       (1)%           4%       (1)%

Average net receivables  $14,257.5  $12,324.5    $14,006.5  $12,072.8
Yield                       12.41%     13.79%       12.66%     14.10%


Finance charges changed due to the following:

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2003          2002      2003          2002
                                     (dollars in millions)

Increase in average
  net receivables        $ 56.9        $ 18.0    $ 177.6       $ 23.1
Decrease in yield         (39.2)        (22.5)    (124.8)       (31.9)

Total                    $ 17.7        $ (4.5)   $  52.8       $ (8.8)


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

                                Three Months Ended September 30,
                                  2003                   2002
                           Amount      Growth     Amount      Growth
                                     (dollars in millions)

Real estate loans         $10,087.4   $1,942.7   $ 8,144.7    $ 776.5
Non-real estate loans       2,873.2       31.3     2,841.9     (113.0)
Retail sales finance        1,296.9      (41.0)    1,337.9      (79.4)

Total                     $14,257.5   $1,933.0   $12,324.5    $ 584.1

Percent change                             16%                     5%


                                Nine Months Ended September 30,
                                  2003                   2002
                           Amount      Growth     Amount      Growth
                                     (dollars in millions)

Real estate loans         $ 9,809.8   $1,941.5   $ 7,868.3    $ 488.7
Non-real estate loans       2,879.5       42.1     2,837.4     (126.3)
Retail sales finance        1,317.2      (49.9)    1,367.1      (45.0)

Total                     $14,006.5   $1,933.7   $12,072.8    $ 317.4

Percent change                             16%                     3%
<PAGE> 20

In 2002, the low interest rate environment caused significant
increases in both originations and liquidations of our real estate
loans.  However, we took advantage of the record real estate loan
refinancings that occurred in the market in general and acquired
$843.6 million of real estate loan portfolios from third party
originators during the fourth quarter of 2002.

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,
                                     2003                2002
                               Yield     Change     Yield     Change

Real estate loans              9.64%    (137) bp   11.01%     (84) bp
Non-real estate loans         21.25      (14)      21.39      (28)
Retail sales finance          14.38      (17)      14.55       14

Total                         12.41     (138)      13.79      (84)


                                  Nine Months Ended September 30,
                                     2003                2002
                               Yield     Change     Yield     Change

Real estate loans              9.84%    (141) bp   11.25%     (61) bp
Non-real estate loans         21.37      (33)      21.70       11
Retail sales finance          14.63      (12)      14.75       63

Total                         12.66     (144)      14.10      (48)


Yield decreased for the three and nine months ended September 30, 2003
when compared to the same periods in 2002 primarily reflecting a lower
real estate loan yield resulting from the low interest rate
environment.


Insurance Revenues

Insurance revenues were as follows:

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2003          2002      2003          2002
                                     (dollars in millions)

Earned premiums          $ 45.3        $ 47.2    $132.5        $139.8
Commissions                 1.0           0.6       2.2           1.6

Total                    $ 46.3        $ 47.8    $134.7        $141.4

Amount change            $(1.5)         $(0.5)   $(6.7)         $(5.2)
Percent change            (3)%           (1)%     (5)%           (4)%


Earned premiums decreased for the three and nine months ended
September 30, 2003 when compared to the same periods in 2002 due to
the release of premiums resulting from the termination of a
reinsurance agreement and lower premium volume.  Premium volume
decreased due to customers purchasing fewer non-credit insurance
products.
<PAGE> 21

Other Revenues

Other revenues were as follows:

                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                           2003          2002      2003         2002
                                      (dollars in millions)

Net gain on sale of real
  estate loans held for
  sale                    $   21.4    $     -     $   74.3   $     -
Investment revenue            19.9        20.3        60.9       64.4
Service fee income from
  a non-subsidiary
  affiliate                   12.4         0.7        13.5        2.5
Net interest income on
  real estate loans held
  for sale                     4.4          -         13.6         -
Writedowns on real estate
  owned                       (2.0)       (2.3)       (6.1)      (6.8)
Net gains on real estate
  owned sales                  0.6         0.9         2.1        2.3
Other                          5.0         0.3         7.6        3.7

Total                     $   61.7    $   19.9    $  165.9   $   66.1

Amount change             $   41.8    $   (2.5)   $   99.8   $   (2.0)
Percent change                210%       (11)%        151%       (3)%

Average invested assets   $1,306.2    $1,257.3    $1,298.6   $1,246.4
Adjusted portfolio yield     6.36%       6.40%       6.34%      6.81%
Net realized losses
  on investments          $   (2.0)   $   (0.9)   $   (4.3)  $   (2.6)


Other revenues increased for the three and nine months ended September
30, 2003 when compared to the same periods in 2002 primarily due to
the acquisition of WFI in first quarter 2003 which resulted in net
gain on sale of real estate loans held for sale, higher service fee
income from a non-subsidiary affiliate, and net interest income on
real estate loans held for sale in 2003.

Effective July 1, 2003, WFI and 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 much
of WFI's origination and sales activity and are anticipated to do so
going forward.  As a result, net gain on sale of real estate loans
held for sale and net interest income on real estate loans held for
sale were lower for the three months ended September 30, 2003 when
compared to the three months ended June 30, 2003.  However, service
fee income from the non-subsidiary affiliate was higher for the three
months ended September 30, 2003 when compared to the three months
ended June 30, 2003.
<PAGE> 22

Interest Expense
                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2003          2002      2003          2002
                                     (dollars in millions)

Interest expense         $   132.3  $   135.9    $   412.1  $   411.7
  Amount change          $    (3.6) $   (21.3)   $     0.4  $   (79.3)
  Percent change              (3)%      (14)%           -%      (16)%

Average borrowings       $13,384.2  $11,358.3    $13,219.8  $11,146.0
Borrowing cost               3.94%      4.78%        4.15%      4.93%


Interest expense changed due to the following:

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2003          2002      2003          2002
                                     (dollars in millions)

Decrease in borrowing
  cost                   $(27.8)       $(30.7)   $(76.3)       $(97.5)
Increase in average
  borrowings               24.2           9.4      76.7          18.2

Total                    $ (3.6)       $(21.3)   $  0.4        $(79.3)


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,
                                  2003                   2002
                           Amount      Change     Amount      Change
                                     (dollars in millions)

Long-term debt            $ 9,664.7   $2,557.9   $ 7,106.8     $631.2
Short-term debt             3,719.5     (532.0)    4,251.5       59.1
Deposits                         -          -           -       (67.2)

Total                     $13,384.2   $2,025.9   $11,358.3     $623.1

Percent change                             18%                     6%


                                Nine Months Ended September 30,
                                  2003                   2002
                           Amount      Change     Amount      Change
                                     (dollars in millions)

Long-term debt            $ 9,429.9   $2,580.9   $ 6,849.0    $ 925.4
Short-term debt             3,789.9     (507.1)    4,297.0     (442.5)
Deposits                         -          -           -       (84.5)

Total                     $13,219.8   $2,073.8   $11,146.0    $ 398.4

Percent change                             19%                     4%
<PAGE> 23

AGFC issued $3.2 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,
                                    2003                 2002
                               Rate      Change     Rate      Change

Long-term debt                 4.46%    (141) bp    5.87%     (74) bp
Short-term debt                2.57      (40)       2.97     (168)

Total                          3.94      (84)       4.78     (106)


                                  Nine Months Ended September 30,
                                    2003                 2002
                               Rate      Change     Rate      Change

Long-term debt                 4.75%    (135) bp    6.10%     (58) bp
Short-term debt                2.67      (39)       3.06     (229)

Total                          4.15      (78)       4.93     (116)


Federal Reserve actions lowered the federal funds rate 50 basis points
in November 2002 and 25 basis points in June 2003 which resulted in
lower short-term debt rates and lower rates on floating-rate long-term
debt for 2003.  Federal Reserve actions from 2001 through June 2003
created the lowest interest rate environment in 45 years and resulted
in lower long-term debt rates as new issuances were at substantially
lower rates than long-term debt being refinanced.


Operating Expenses

Operating expenses were as follows:

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2003          2002      2003          2002
                                      (dollars in millions)

Salaries and benefits    $103.2        $ 78.9    $303.9        $239.1
Other                      66.3          60.5     200.1         183.8

Total                    $169.5        $139.4    $504.0        $422.9

Amount change            $ 30.1        $ (2.6)   $ 81.1        $ 2.9
Percent change              22%          (2)%       19%           1%

Operating expenses
  (annualized) as a
  percentage of average
  net receivables         4.76%         4.53%     4.80%         4.67%
<PAGE> 24

Salaries and benefits increased for the three and nine months ended
September 30, 2003 when compared to the same periods in 2002 primarily
due to the addition of approximately 500 WFI employees in first
quarter 2003, competitive compensation, and rising benefit costs.  The
increase in operating expenses as a percentage of average net
receivables for the three and nine months ended September 30, 2003
when compared to the same periods in 2002 reflected increased
operating expenses due to the acquisition of WFI.  In addition, WFI
originations are classified as real estate loans held for sale, which
are included in other assets and not in net finance receivables.


Provision for Finance Receivable Losses
                                                     At or for the
                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2003          2002      2003          2002
                                     (dollars in millions)

Provision for finance
  receivable losses      $82.4          $71.4    $229.8        $215.3
  Amount change          $11.0          $ 5.1    $ 14.5        $ 21.3
  Percent change           15%             8%        7%           11%

Net charge-offs          $78.4          $71.4    $226.8        $215.3
Charge-off ratio         2.21%          2.35%     2.17%         2.39%
Charge-off coverage      1.49x          1.63x     1.54x         1.62x

60 day+ delinquency                              $545.6        $504.3
Delinquency ratio                                 3.64%         3.71%

Allowance for finance
  receivable losses                              $466.0        $466.4
Allowance ratio                                   3.19%         3.54%


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,
                                   2003                   2002
                              Amount   Change        Amount   Change
                                      (dollars in millions)

Real estate loans            $17.3       $ 4.6      $12.7        $0.2
Non-real estate loans         50.6         3.2       47.4         3.4
Retail sales finance          10.5        (0.8)      11.3         1.5

Total                        $78.4       $ 7.0      $71.4        $5.1


                                 Nine Months Ended September 30,
                                   2003                   2002
                              Amount   Change        Amount   Change
                                      (dollars in millions)

Real estate loans            $ 45.0      $ 7.2      $ 37.8      $ 1.9
Non-real estate loans         148.1        4.1       144.0       19.4
Retail sales finance           33.7        0.2        33.5        5.0

Total                        $226.8      $11.5      $215.3      $26.3
<PAGE> 25

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,
                                     2003                2002
                               Ratio     Change     Ratio     Change

Real estate loans              0.69%       5  bp    0.64%      (3) bp
Non-real estate loans          7.04       34        6.70       76
Retail sales finance           3.22      (18)       3.40       60

Total                          2.21      (14)       2.35       10


                                  Nine Months Ended September 30,
                                     2003                2002
                               Ratio     Change     Ratio     Change

Real estate loans              0.61%      (4) bp    0.65%        - bp
Non-real estate loans          6.85        9        6.76       117
Retail sales finance           3.40       14        3.26        57

Total                          2.17      (22)       2.39        25


The decrease in total charge-off ratio for the three and nine months
ended September 30, 2003 when compared to the same periods in 2002
reflected a higher proportion of average net receivables that are 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,
                                   2003                   2002
                              Amount   Change        Amount   Change
                                      (dollars in millions)

Real estate loans            $332.4      $44.4      $288.0      $51.6
Non-real estate loans         172.4       (2.7)      175.1       16.8
Retail sales finance           40.8       (0.4)       41.2        3.5

Total                        $545.6      $41.3      $504.3      $71.9


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,
                                     2003                2002
                               Ratio     Change     Ratio     Change

Real estate loans              3.20%      (6) bp    3.26%        2 bp
Non-real estate loans          5.44        -        5.44        61
Retail sales finance           2.83       14        2.69        36

Total                          3.64       (7)       3.71        16
<PAGE> 26

The delinquency ratio at September 30, 2003 decreased when compared to
September 30, 2002 reflecting a higher proportion of net finance
receivables that are 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 slight decrease in the
allowance for finance receivable losses at September 30, 2003 when
compared to September 30, 2002 was due to the net result of the
following:

     *  decrease to the allowance for finance receivable losses of
        $9.4 million during fourth quarter 2002 resulting from the
        final determination of allowance for finance receivable losses
        for a third quarter 2002 purchase business combination; and
     *  net increases to the allowance for finance receivable losses
        through the provision for finance receivable losses during the
        period totaling $9.0 million (these increases were in response
        to our increased delinquency and net charge-offs and the
        levels of both unemployment and personal bankruptcies in the
        United States).

The allowance as a percentage of net finance receivables declined in
2003 reflecting purchases of higher quality real estate loans during
the last twelve months.

Charge-off coverage, which compares the allowance for finance
receivable losses to net charge-offs (annualized), decreased for the
three and nine months ended September 30, 2003 when compared to the
same periods in 2002 reflecting higher net charge-offs.


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,
                          2003          2002      2003          2002
                                     (dollars in millions)

Claims incurred          $18.2          $19.4    $60.3          $62.7
Change in benefit
  reserves                (0.8)          (0.2)    (7.3)          (1.7)

Total                    $17.4          $19.2    $53.0          $61.0

Amount change            $(1.8)         $(2.3)   $(8.0)         $(4.7)
Percent change            (9)%          (11)%    (13)%           (7)%


The decline in insurance losses and loss adjustment expenses for the
three and nine months ended September 30, 2003 when compared to the
same periods in 2002 reflected the release of benefit reserves
resulting from the termination of a reinsurance agreement, lower
premium volume of our non-credit life products, and decreases in
claims paid.
<PAGE> 27

Provision for Income Taxes

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                          2003          2002      2003          2002
                                     (dollars in millions)

Provision for income
  taxes                  $ 57.0        $ 46.0    $156.1        $132.0
  Amount change          $ 11.0        $ 32.6    $ 24.1        $ 42.1
  Percent change            24%          245%       18%           47%

Pretax income            $151.7        $129.2    $428.7        $370.8
Effective income
  tax rate               37.55%        35.60%    36.40%        35.60%


Provision for income taxes increased for the three and nine months
ended September 30, 2003 when compared to the same periods in 2002 due
to higher taxable income and higher effective income tax rate.


Asset/Liability Management

We manage anticipated cash flows of our assets and liabilities,
principally our finance receivables and debt, in an effort to reduce
the risk associated with unfavorable changes in interest rates not met
by favorable changes in finance charge yields of our finance
receivables.  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.

We limit our exposure to market interest rate increases by fixing
interest rates that we pay for term periods.  The primary means by
which we accomplish this is by issuing fixed-rate debt.  To supplement
fixed-rate debt issuances, AGFC also alters the nature of certain
floating-rate funding by using interest rate swap agreements to
synthetically create 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 effect of interest rate swap agreements that effectively
fix floating-rate debt or float fixed-rate debt, our floating-rate
debt represented 43% of our average borrowings for the three months
and nine months ended September 30, 2003 compared to 37% for the three
months ended September 30, 2002 and 35% for the nine months ended
September 30, 2002.
<PAGE> 28

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, 2003 are as
     follows:

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

     The Company's management, including its principal executive
     officer and principal financial officer, assesses the adequacy of
     our disclosure controls and procedures as of the end of each
     quarter.  Based on these assessments, the Company's principal
     executive officer and principal financial officer have concluded
     that the disclosure controls and procedures have functioned
     effectively and that the 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, that occurred during the three months ended
     September 30, 2003, that has materially affected, or is
     reasonably likely to materially affect, the Company's internal
     control over financial reporting.



                      PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

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


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

(a)  Exhibits.

     Exhibits are listed in the Exhibit Index beginning on page 30
     herein.

(b)  Reports on Form 8-K.

     No Current Reports on Form 8-K were filed during the third
     quarter of 2003.
<PAGE> 29

                              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:  October 28, 2003          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> 30

                             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