<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 1-6155


                   AMERICAN GENERAL FINANCE CORPORATION                  
           (Exact name of registrant as specified in its charter)



                Indiana                              35-0416090         
       (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 10,160,012 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 CORPORATION 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                            $349,676      $319,017
  Insurance                                    42,934        42,961
  Other                                        26,209        23,653

Total revenues                                418,819       385,631

Expenses
  Interest expense                            135,306       119,304
  Operating expenses                          130,066       122,615
  Provision for finance receivable losses      50,844        47,867
  Insurance losses and loss adjustment
    expenses                                   19,873        22,037

Total expenses                                336,089       311,823

Income before provision for income taxes       82,730        73,808

Provision for Income Taxes                     30,056        27,802


Net Income                                   $ 52,674      $ 46,006


<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<PAGE> 3
<TABLE>
           AMERICAN GENERAL FINANCE CORPORATION 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                        $ 5,970,552     $ 5,660,414
    Non-real estate loans                      2,428,578       2,510,525
    Retail sales finance                       1,224,327       1,301,225

Net finance receivables                        9,623,457       9,472,164
Allowance for finance receivable
  losses                                        (374,625)       (372,923)
Net finance receivables, less allowance
  for finance receivable losses                9,248,832       9,099,241

Investment securities                            994,785         995,799
Cash and cash equivalents                        104,069         129,500
Notes receivable from parent                     183,524         182,930
Other assets                                     664,095         652,131

Total assets                                 $11,195,305     $11,059,601


Liabilities and Shareholder's Equity

Long-term debt                               $ 5,454,323     $ 5,162,012
Commercial paper                               3,333,961       3,485,648
Insurance claims and policyholder
  liabilities                                    431,805         437,079
Other liabilities                                302,459         331,709
Accrued taxes                                     45,117          19,811

Total liabilities                              9,567,665       9,436,259

Shareholder's equity:
  Common stock                                     5,080           5,080
  Additional paid-in capital                     810,914         810,914
  Accumulated other comprehensive    
    income                                        29,043          39,419 
  Retained earnings                              782,603         767,929

Total shareholder's equity                     1,627,640       1,623,342

Total liabilities and shareholder's equity   $11,195,305     $11,059,601

<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<PAGE> 4
<TABLE>
           AMERICAN GENERAL FINANCE CORPORATION 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                                          $   52,674    $   46,006
Reconciling adjustments:
  Provision for finance receivable losses               50,844        47,867
  Depreciation and amortization                         29,727        22,378
  Deferral of finance receivable origination costs     (12,377)      (10,230)
  Deferred income tax benefit                              (92)       (1,093)
  Change in other assets and other liabilities         (18,359)      (31,756)
  Change in insurance claims and 
    policyholder liabilities                            (5,274)       (7,715)
  Change in taxes receivable and payable                28,563        26,327 
  Other, net                                            26,365           980
Net cash provided by operating activities              152,071        92,764

Cash Flows from Investing Activities
  Finance receivables originated or purchased       (1,428,596)   (1,247,839)
  Principal collections on finance receivables       1,222,877     1,121,564
  Investment securities purchased                     (110,991)      (65,710)
  Investment securities called, matured and sold        78,589        41,296
  Change in notes receivable from parent                  (594)        7,340 
  Transfer of liabilities to parent                    (22,996)         -
  Change in premiums on finance receivables
    purchased and deferred charges                      (7,157)      (24,644)
  Other, net                                           (10,383)       (1,479)
Net cash used for investing activities                (279,251)     (169,472)

Cash Flows from Financing Activities
  Proceeds from issuance of long-term debt             314,559       536,270 
  Repayment of long-term debt                          (23,123)     (472,701)
  Change in commercial paper                          (151,687)       46,511 
  Dividends paid                                       (38,000)      (26,314)
Net cash provided by financing activities              101,749        83,766

(Decrease) increase in cash and cash equivalents       (25,431)        7,058 
Cash and cash equivalents at beginning of period       129,500        91,076
Cash and cash equivalents at end of period           $ 104,069     $  98,134

Supplemental Disclosure of Cash Flow Information
  Income taxes paid (received)                       $   2,114     $ (22,335)
  Interest paid                                      $ 152,552     $ 136,124

<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<PAGE> 5
<TABLE>
           AMERICAN GENERAL FINANCE CORPORATION 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                                           $52,674        $46,006

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                                 $42,298        $45,142


<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<PAGE> 6 

           AMERICAN GENERAL FINANCE CORPORATION 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
Corporation  and its  subsidiaries.   American General  Finance Corporation
will  be referred  to  as "AGFC"  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 AGFC is a wholly-owned subsidiary
of  American  General  Finance,  Inc.  (AGFI).    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

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

Because  segment information is not  calculated separately for the Company,
the following tables display information about AGFI's segments as well as a
reconciliation  of  its  total  segment  pretax  income  to  its  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.  AGFI 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                             $152.1         $ 92.8
  Net issuance of debt                    139.7          110.1

  Principal sources of cash flow         $291.8         $202.9


Principal uses of cash flow:

  Net originations and purchases
    of finance receivables               $205.7         $126.3
  Dividends paid                           38.0           26.3
  Increase in premiums on finance
    receivables purchased and 
    deferred charges                        7.2           24.6

  Principal uses of cash flow            $250.9         $177.2


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 $10.4 billion, consisting
of $8.8  billion of  debt  and $1.6  billion of  equity,  compared to  $8.6
billion at  March 31,  1998, consisting  of $7.2 billion  of debt  and $1.4
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.   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
6.50 to 1.  The debt to tangible equity ratio at March 31, 1999 was 6.49 to
1.   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          $  141.0     $  141.0
  Shared uncommitted facilities              150.0        200.0
  Borrowings                                    -            -  

  Remaining availability                  $  291.0     $  341.0


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
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
<PAGE>
<PAGE> 12

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)                        $9,537,185    $7,818,487

Average borrowings                                 $8,695,067    $7,113,312

Yield - finance charges (annualized)
  as a percentage of average net
  receivables                                          14.81%        16.47%

Borrowing cost - interest expense
  (annualized) as a percentage of
  average borrowings                                    6.24%         6.73%

Interest spread - yield less
  borrowing cost                                        8.57%         9.74%

Insurance revenues (annualized) as
  a percentage of average net 
  receivables                                           1.80%         2.20%

Operating expenses (annualized) as
  a percentage of average net 
  receivables                                           5.46%         6.27%

Return on average assets 
  (annualized)                                          1.89%         1.98%

Return on average equity
  (annualized)                                         12.86%        13.20%

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%         2.71%

Allowance ratio - allowance for
  finance receivable losses as a
  percentage of net finance
  receivables                                           3.89%         4.55%

Ratio of earnings to fixed charges 
  (refer to Exhibit 12 for
  calculations)                                         1.59          1.60
<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                     3.68%       3.52%

Debt to tangible equity ratio - debt to
  equity less goodwill and net unrealized
  gains or losses on investment securities              6.49        6.51

Debt to equity ratio                                    5.40        5.17



                       ANALYSIS OF OPERATING RESULTS


Net Income

Net income increased $6.7 million, or 14%, 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 $30.7 million, or 10%, 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  22%, 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 166 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 $2.6  million, or 11%, for the  three months ended
March  31, 1999 when compared  to the same period  in 1998 primarily due to
increases in  investment revenue,  revenue on  foreclosed real  estate, and
interest  revenue on  notes  receivable  from  parent.    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  $16.0 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  $7.5 million,  or 6%,  for the  three months
ended March 31, 1999 when compared to the same period in 1998 primarily due
to increases  in  litigation  expenses  and  amortization  of  intangibles,
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 $3.0 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
$50.9 million from $52.9 million for the same  period in 1998.  The charge-
off ratio was  2.14% for the three months ended March  31, 1999 compared to
2.71%  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 $373.6 million  compared to  $298.5
million at March 31, 1998.  The following table shows delinquency ratios by
type of finance receivable:

                                                March 31,     
                                           1999          1998 

Real estate loans                          3.37%         2.77%
Non-real estate loans                      5.22          5.28
  Total loans                              3.96          3.75
Retail sales finance                       1.96          2.41
  Total delinquency ratio                  3.68          3.52


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 $374.6
million compared to $358.1 million at  March 31, 1998.  The allowance ratio
at March  31, 1999 was  3.89% compared  to 4.55%  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 $2.3 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 36.33% for the three months
ended March 31, 1999 compared to 37.67% 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, AGFC 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.

     Current Report on Form 8-K dated January 27, 1999, with respect to the
     issuance of an Earnings Release announcing certain unaudited financial
     results of the Company for the year ended December 31, 1998.

     Current Report  on Form 8-K dated  March 9, 1999, with  respect to the
     authorization for issuance of $200 million aggregate principal  amount
     of the Company's 5.80% Senior Notes due March 15, 2002.

     Current Report on  Form 8-K dated April 28, 1999,  with respect to the
     issuance of an Earnings Release announcing certain unaudited financial
     results of the Company for the quarter ended March 31, 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 CORPORATION     
                                              (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>