<PAGE>

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549

                                 FORM 10-K

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

      For the fiscal year ended December 31, 1995 

                                     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)

     Registrant's telephone number, including area code: (812) 424-8031

     Securities registered pursuant to Section 12(b) of the Act:

                                    None

     Securities registered pursuant to Section 12(g) of the Act:

                                    None

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,  and (2) has been subject  to such
filing requirements for the past 90 days.   Yes  X     No    

Indicate by check mark  if disclosure of delinquent filers pursuant to Item
405  of Regulation S-K is not contained herein, and  will not be contained,
to the best of  registrant's knowledge, in definitive proxy  or information
statements  incorporated by reference in Part III  of this Form 10-K or any
amendment to this Form 10-K [ ].  Not applicable.

The  registrant  meets the  conditions  set forth  in  General Instructions
J(1)(a)  and (b) of Form  10-K and is therefore filing  this Form 10-K with
the reduced disclosure format.

At March  20,  1996,  no voting  stock  of the  registrant  was held  by  a
non-affiliate.

At March 20, 1996, there  were 2,000,000 shares of the registrant's  common
stock, $.50 par value, outstanding.
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<PAGE> 2

                             TABLE OF CONTENTS




           Item                                                     Page

Part I      1. Business . . . . . . . . . . . . . . . . . . . . . . .  3

            2. Properties . . . . . . . . . . . . . . . . . . . . . . 14

            3. Legal Proceedings  . . . . . . . . . . . . . . . . . . 15

            4. Submission of Matters to a Vote of Security Holders. .  *

Part II     5. Market for Registrant's Common Equity and Related
                 Stockholder Matters  . . . . . . . . . . . . . . . . 15

            6. Selected Financial Data  . . . . . . . . . . . . . . . 16

            7. Management's Discussion and Analysis of Financial 
                 Condition and Results of Operations. . . . . . . . . 16

            8. Financial Statements and Supplementary Data  . . . . . 26

            9. Changes in and Disagreements with Accountants
                 on Accounting and Financial Disclosure . . . . . . . **

Part III   10. Directors and Executive Officers of the Registrant . .  *

           11. Executive Compensation . . . . . . . . . . . . . . . .  *

           12. Security Ownership of Certain Beneficial Owners
                 and Management . . . . . . . . . . . . . . . . . . .  *

           13. Certain Relationships and Related Transactions . . . .  *

Part IV    14. Exhibits, Financial Statement Schedules, and Reports
                 on Form 8-K  . . . . . . . . . . . . . . . . . . . . 57



      *   Items 4, 10, 11, 12, and 13  are not included, as per  conditions
          met by Registrant  set forth in General Instructions  J(1)(a) and
          (b) of Form 10-K.

     **   Item 9 is not  included, as no information  was required by  Item
          304 of Regulation S-K.<PAGE>
<PAGE>
<PAGE> 3

                                   PART I


Item 1.  Business.


                                  GENERAL


American  General  Finance,  Inc.  (hereinafter  referenced  as  "AGFI"  or
collectively, with its subsidiaries, whether directly or indirectly  owned,
as the "Company") was incorporated  under the laws of the State  of Indiana
in 1974 to  become the parent  holding company of American  General Finance
Corporation (AGFC).   AGFC was incorporated under the laws  of the State of
Indiana in 1927 as  successor to a business  started in 1920.   Since 1982,
AGFI  has been  a direct  or indirect  wholly-owned subsidiary  of American
General  Corporation (American General), the  parent company of  one of the
nation's    largest    diversified   financial    services   organizations.
Headquartered in Houston, Texas, American General's  operating subsidiaries
are leading  providers of retirement  annuities, consumer  loans, and  life
insurance.   American  General, a  Texas corporation,  is the  successor to
American General Insurance  Company, an insurance  company incorporated  in
Texas in 1926.

AGFI is  a financial services holding company  whose principal subsidiaries
are AGFC and American General Financial Center (AGFC-Utah).  AGFC is also a
holding  company  with  subsidiaries  that are  engaged  primarily  in  the
consumer  finance  and credit  insurance  business.   The  credit insurance
operations are conducted by  Merit Life Insurance Co. (Merit)  and Yosemite
Insurance Company (Yosemite),  which are  both subsidiaries of  AGFC, as  a
part  of  the  Company's  consumer  finance  business.    AGFC-Utah  is  an
industrial loan company engaged primarily  in the consumer finance business
with  funding for its operations  including public deposits  insured by the
Federal Deposit Insurance Corporation.  

At December  31, 1995, the Company  had 1,411 offices in  41 states, Puerto
Rico, and the U.S.  Virgin Islands and approximately 10,100  employees. The
Company's executive offices are located in Evansville, Indiana.


Selected Financial Information

The following table  sets forth certain  selected financial information  of
the Company for the years indicated:

                                      1995         1994         1993   
                                          (dollars in thousands)
Average finance receivables net
  of unearned finance charges
  (average net receivables)        $8,283,485   $7,096,011   $6,387,044

Average borrowings                 $7,381,504   $6,308,901   $5,693,080

Yield - finance charges as a
  percentage of average net
  receivables                          18.02%       17.58%       16.95%
<PAGE>
<PAGE> 4

Item 1.  Continued

                                        1995         1994         1993 
Borrowing cost - interest
  expense as a percentage of
  average borrowings                    7.01%        6.60%        6.67%

Spread between yield and
  borrowing cost                       11.01%       10.98%       10.28%

Insurance revenues as a
  percentage of average 
  net receivables                       2.68%        2.55%        2.24%

Operating expenses as a
  percentage of average
  net receivables                       5.64%        5.23%        5.17%

Allowance ratio - allowance for 
  finance receivable losses as 
  a percentage of net finance 
  receivables                           5.85%        2.86%        2.80%

Charge-off ratio (defined in
  "Consumer Finance Operations -
  Finance Receivable Loss and
  Delinquency Experience" in
  Item 1. herein.)                      3.77%        2.45%        2.21%

Delinquency ratio - 60 days or more
  (defined in "Consumer Finance
  Operations - Finance Receivable
  Loss and Delinquency Experience"
  in Item 1. herein.)                   4.13%        2.89%        2.51%

Return on average assets                 .90%        3.00%        2.64%

Return on average assets before
  deducting cumulative effect
  of accounting changes                  .90%        3.00%        2.81%

Return on average equity                6.59%       21.27%       18.08%

Return on average equity before
  deducting cumulative effect
  of accounting changes                 6.59%       21.27%       19.04%

Ratio of earnings to fixed charges
  (refer to Exhibit 12 herein
  for calculations)                     1.22         1.92         1.86

Debt to tangible equity ratio -
  debt to equity less goodwill
  and net unrealized gains or
  losses on fixed-maturity
  investment securities                 7.44         7.53         7.51

Debt to equity ratio                    5.65         5.85         5.26
<PAGE>
<PAGE> 5

Item 1.  Continued


                        CONSUMER FINANCE OPERATIONS


Through its subsidiaries, the Company  makes loans directly to individuals,
purchases retail  sales contract  obligations  of individuals,  and  offers
credit card services.   

In  its lending operations, the Company generally takes a security interest
in real  property and/or personal property  of the borrower.   Of the loans
outstanding at  December 31, 1995,  90% were  secured by such  property. At
December  31, 1995, mortgage loans  (generally second  mortgages) accounted
for 51% of the aggregate dollar amount of loans outstanding and  10% of the
total number of loans  outstanding; compared to 50% and  10%, respectively,
at  December 31,  1994.   Loans  secured by  real  property generally  have
maximum original terms  of 180 months.  Loans secured  by personal property
or that are unsecured generally have maximum original terms of 60 months.

In  its  retail operations,  the Company  purchases retail  sales contracts
arising  from the  retail sale of  consumer goods and  services, and issues
private label credit  cards for  various business entities.   Retail  sales
contracts  are  primarily closed-end  accounts  which consist  of  a single
purchase.  Private label are  open-end revolving accounts that can be  used
for repeated purchases.   Retail sales  contracts are secured  by the  real
property or personal  property giving  rise to the  contract and  generally
have a maximum original term of 60 months.   Private label are secured by a
purchase  money security  interest  in the  goods  purchased and  generally
require minimum monthly payments based on current balances.

In  its  credit card  operations, the  Company  issues MasterCard  and VISA
credit cards  to individuals  through branch  and direct mail  solicitation
programs.   Credit cards are unsecured and require minimum monthly payments
based on current balances.


Finance Receivables

The table on the  following page sets forth certain  information concerning
finance receivables of  the Company.  All  finance receivable data in  this
report (except  as otherwise indicated)  are calculated on  a net  basis --
that is, after deduction  of unearned finance charges but  before deduction
of an allowance for finance receivable losses.
<PAGE>
<PAGE> 6

Item 1.  Continued


                                          Years Ended December 31,      
                                       1995         1994         1993   
Originated, renewed, and purchased:

  Amount (in thousands):
    Real estate loans               $1,266,725   $1,173,386   $  939,769
    Non-real estate loans            2,953,054    2,983,418    2,499,113
    Retail sales finance             2,119,115    2,283,561    1,422,851
    Credit cards                       567,090      537,738      546,611
    Total originated and renewed     6,905,984    6,978,103    5,408,344
    Net purchased (a)                   23,495       60,533       31,501
  Total originated, renewed,
    and purchased                   $6,929,479   $7,038,636   $5,439,845

  (a)  Includes purchase  of finance  receivables  from affiliate  of $29.3
       million for 1995.  

  Number:
    Real estate loans                   72,940       70,823       58,163
    Non-real estate loans            1,445,451    1,511,166    1,280,639
    Retail sales finance             1,675,702    1,862,342    1,175,447

  Average size (to nearest dollar):
    Real estate loans                  $17,367      $16,568      $16,158
    Non-real estate loans                2,043        1,974        1,951
    Retail sales finance                 1,265        1,226        1,210


Balance at end of period:          

  Amount (in thousands):
    Real estate loans               $2,904,016   $2,704,929   $2,641,879
    Non-real estate loans            2,765,361    2,660,523    2,318,102
    Retail sales finance             2,183,414    2,075,380    1,218,016
    Credit cards                       557,603      479,480      395,991
  Total                             $8,410,394   $7,920,312   $6,573,988

  Number:
    Real estate loans                  169,956      162,315      153,562
    Non-real estate loans            1,460,714    1,432,054    1,270,167
    Retail sales finance             1,680,349    1,524,072      993,058
    Credit cards                       449,591      403,262      336,837
  Total                              3,760,610    3,521,703    2,753,624

  Average size (to nearest dollar):
    Real estate loans                  $17,087      $16,665      $17,204
    Non-real estate loans                1,893        1,858        1,825
    Retail sales finance                 1,299        1,362        1,227
    Credit cards                         1,240        1,189        1,176
<PAGE>
<PAGE> 7

Item 1.  Continued


Average Net Receivables

The  following table  details average  net receivables  by type  of finance
receivable for the years indicated:

                                1995          1994          1993   
                                     (dollars in thousands)

Loans                        $5,594,506    $5,099,942    $4,942,508
Retail sales finance          2,182,374     1,578,521     1,076,550
Credit cards                    506,605       417,548       367,986

Total                        $8,283,485    $7,096,011    $6,387,044


Yield

The following table details yield for the years indicated:

                                1995          1994          1993   

Loans                          18.37%        17.70%        17.05%
Retail sales finance           16.36%        16.20%        15.48%  
Credit cards                   21.28%        21.39%        19.91%

Total                          18.02%        17.58%        16.95% 


Geographic Distribution

See Note  5. of the Notes  to Consolidated Financial Statements  in Item 8.
herein for information on geographic distribution of finance receivables.
<PAGE>
<PAGE> 8

Item 1.  Continued


Finance Receivable Loss and Delinquency Experience

The finance receivable  loss experience  for the Company,  for the  periods
indicated,  is set  forth in  the net  charge-offs and  charge-off ratio(a)
information below.   See Management's  Discussion and Analysis  in Item  7.
herein  and Note  6. of the  Notes to Consolidated  Financial Statements in
Item  8.  herein for  further information  on  finance receivable  loss and
delinquency experience and the related allowance.

                                      Years Ended December 31,      
                                   1995         1994         1993  
                                       (dollars in thousands)
Real estate loans:
  Net charge-offs                $ 23,245     $ 15,408     $ 20,325
  Charge-off ratio                   .82%         .58%         .74%

Non-real estate loans:
  Net charge-offs                $165,413     $ 93,790     $ 79,016
  Charge-off ratio                  6.11%        3.92%        3.74%

Total loans:
  Net charge-offs                $188,658     $109,198     $ 99,341
  Charge-off ratio                  3.38%        2.15%        2.01%

Retail sales finance:
  Net charge-offs                $ 86,594     $ 38,404     $ 18,651
  Charge-off ratio                  3.98%        2.49%        1.75%

Credit cards:
  Net charge-offs                $ 36,206     $ 24,885     $ 22,756
  Charge-off ratio                  7.19%        6.01%        6.20%

Total:
  Net charge-offs                $311,458     $172,487     $140,748
  Charge-off ratio                  3.77%        2.45%        2.21%
  Allowance for finance
    receivable losses (b)        $492,124     $226,226     $183,756
  Allowance ratio (b)               5.85%        2.86%        2.80%

(a)  The charge-off ratio represents  charge-offs  net of  recoveries as  a
     percentage of the average of the amount of net  finance receivables at
     the beginning of each month during the period.

(b)  Allowance for finance receivable losses represents  the balance at the
     end of the period.  The allowance  ratio represents the  allowance for
     finance receivable losses at the end of  the period as a percentage of
     net finance receivables.

The allowance for finance receivable losses is maintained at a level  based
on  periodic evaluation of the finance receivable portfolio and reflects an
amount that,  in management's  opinion, is  adequate to  absorb anticipated
losses  in the existing portfolio.   In evaluating  the portfolio, numerous
factors   are  taken   into   consideration,  including   current  economic
conditions, prior  finance receivable loss and  delinquency experience, the
<PAGE>
<PAGE> 9

Item 1.  Continued


composition  of  the  finance  receivable  portfolio, and  an  estimate  of
anticipated finance receivable losses.

AGFI's policy  is to  charge off  each month  loan  accounts, except  those
secured by real estate, on which little or no collections  were made in the
prior six-month period.   Retail sales contracts  are charged off when  six
installments are  past due.   Private label  and credit  card accounts  are
charged off when  180 days past due.  In the  case of loans secured by real
estate,  foreclosure   proceedings  are   instituted   when  four   monthly
installments  are past due.  When foreclosure  is completed and the Company
has obtained  title to the property,  the real estate is  established as an
asset valued at fair value, and any loan value  in excess of that amount is
charged off.  The charge-off period is occasionally extended for individual
accounts when, in the opinion of management, such treatment is warranted.

Based upon contract terms in effect at the respective dates, delinquency(a)
was as follows:
                                             December 31,            
                                   1995         1994         1993  
                                       (dollars in thousands)

Real estate loans                $ 60,585     $ 46,746     $ 48,426
  % of related receivables          1.99%        1.64%        1.75%

Non-real estate loans            $203,191     $140,615     $102,855
  % of related receivables          6.37%        4.54%        3.83%

Total loans                      $263,776     $187,361     $151,281
  % of related receivables          4.23%        3.15%        2.77%

Retail sales finance             $ 93,473     $ 49,259     $ 17,746
  % of related receivables          3.73%        2.13%        1.27%

Credit cards                     $ 28,520     $ 15,454     $ 12,537
  % of related receivables          4.85%        3.25%        3.19%

Total                            $385,769     $252,074     $181,564
  % of related receivables          4.13%        2.89%        2.51%

(a)  Finance receivables any portion of which was  60 days or more past due
     (including unearned finance charges and excluding deferred origination
     costs, a  fair value adjustment  on finance  receivables, and  accrued
     interest).


Sources of Funds

The Company funds  its consumer finance operations principally  through net
cash  flows from operating activities,  issuances of long-term debt, short-
term  borrowings in the commercial paper market, and borrowings from banks.
The spread between the rates charged on finance receivables and the cost of
borrowed  funds is  one  of the  major  factors determining  the  Company's
earnings.  The  Company is limited by  statute in most states to  a maximum
rate which it may charge in its consumer finance operations.
<PAGE>
<PAGE> 10

Item 1.  Continued


Average Borrowings

The  following table details  average borrowings  by type  of debt  for the
years indicated:
                                1995          1994          1993   
                                     (dollars in thousands)

Long-term debt               $4,885,203    $4,162,229    $3,856,328
Short-term debt               2,490,039     2,138,324     1,781,165
Investment certificates           6,262         8,348        55,587

Total                        $7,381,504    $6,308,901    $5,693,080


Borrowing Cost

The following table  details interest  expense as a  percentage of  average
borrowings by type of debt for the years indicated:

                                1995          1994          1993   

Long-term debt                  7.26%         7.33%         7.88%
Short-term debt                 6.51%         5.18%         4.11%
Investment certificates         6.48%         5.68%         4.74%

Total                           7.01%         6.60%         6.67%


Contractual Maturities

Contractual maturities of finance receivables and debt at December 31, 1995
were as follows:
                                 Net Finance
                                 Receivables          Debt   
                                  (dollars in thousands)
Due in:
  1996                           $3,205,549        $3,098,418
  1997                            1,547,179         1,218,661
  1998                              947,168           810,740
  1999                              503,796           535,114
  2000                              299,838           936,898
  2001 and thereafter             1,906,864           870,120

  Total                          $8,410,394        $7,469,951


See Note  5. of the Notes  to Consolidated Financial Statements  in Item 8.
herein for further  information on  principal cash  collections of  finance
receivables.
<PAGE>
<PAGE> 11

Item 1.  Continued


                            INSURANCE OPERATIONS


Merit  is a  life  and health  insurance company  domiciled in  Indiana and
currently licensed in 43 states and the District of Columbia.  Merit writes
or  assumes  (through affiliated  and  non-affiliated insurance  companies)
credit  life,   credit  accident  and  health,   and  non-credit  insurance
coverages.

Yosemite  is  a  property  and  casualty  insurance  company  domiciled  in
California and  licensed in 43  states and principally  underwrites credit-
related property and casualty coverages.

Both  Merit and Yosemite market their products through the consumer finance
network of the Company.  The credit life insurance policies typically cover
the life of the borrower  in an amount equal  to the unpaid balance of  the
obligation and provide  for payment in full to the  lender of the insured's
obligation in the event of death.  The credit accident and health insurance
policies  provide  for the  payment of  the  installments on  the insured's
obligation to  the lender coming due  during a period of  disability due to
illness or injury.   The credit-related property and casualty  insurance is
written to protect property  pledged as security for the  obligation and to
provide for the  payment of the installments on the insured's obligation to
the lender coming due during a period of unemployment.  The purchase by the
borrower  of credit life, credit  accident and health,  and credit property
and casualty insurance is  voluntary with the exception of  property damage
coverage  for automobiles, dwellings, and commercial real estate pledged as
collateral.  In these instances, property damage coverage is provided under
the  terms  of  the lending  agreement  if  the borrower  does  not provide
evidence  of  coverage  with  another insurance  carrier.    The non-credit
insurance  policies are primarily ordinary  life level term  coverage.  The
purchase  of this coverage is  voluntary.  Premiums  for insurance products
are financed as part of the insured's obligation to the lender.

Merit has from time to time  entered into reinsurance agreements with other
insurance companies, including certain other American General subsidiaries,
for assumptions of various  shares of annuities and non-credit,  group, and
credit life insurance on a coinsurance basis.  The reserves attributable to
this business fluctuate over time  and in certain instances are  subject to
recapture by  the ceding company.   At December 31, 1995,  life reserves on
the  books of  Merit attributable  to these reinsurance  agreements totaled
$72.6 million.
<PAGE>
<PAGE> 12

Item 1.  Continued


The  following  tables  set  forth  information  concerning  the  insurance
operations:


Life Insurance in Force                          December 31,          
                                        1995        1994        1993   
                                           (dollars in thousands)       

Credit life                          $3,053,300  $2,899,124  $2,547,784
Non-credit life                       3,564,214   2,773,928   2,373,685

Total                                $6,617,514  $5,673,052  $4,921,469



Premiums Earned                           Years Ended December 31,     
                                       1995         1994         1993  
                                           (dollars in thousands)
Insurance premiums earned in
  connection with affiliated
  finance and loan activities:
    Credit life                      $ 44,682     $ 39,398     $ 35,711
    Credit accident and health         59,442       51,983       42,978
    Property                           51,438       37,847       25,686
Other insurance premiums earned: 
    Non-credit life                    50,116       26,685       20,823
    Premiums assumed under
      coinsurance agreements           11,006       18,599       12,318

Total                                $216,684     $174,512     $137,516



Premiums Written                          Years Ended December 31,     
                                       1995         1994         1993  
                                           (dollars in thousands)
Insurance premiums written in
  connection with affiliated
  finance and loan activities:
    Credit life                      $ 44,086     $ 47,864     $ 41,036
    Credit accident and health         56,175       64,395       56,839
    Property                           65,059       55,086       47,358
Other insurance premiums written:
    Non-credit life                    50,116       26,685       20,823
    Premiums assumed under
      coinsurance agreements           11,006       18,599       12,318

Total                                $226,442     $212,629     $178,374
<PAGE>
<PAGE> 13

Item 1.  Continued


Investments and Investment Results

The  following table  summarizes the  investment  results of  the Company's
insurance subsidiaries for the periods indicated:

                                         Years Ended December 31,      
                                     1995          1994          1993  
                                          (dollars in thousands)       

Net investment revenue (a)         $ 62,880      $ 56,795      $ 55,654

Average invested assets            $829,786      $722,117      $666,982

Return on invested assets (a)         7.58%         7.87%         8.34%

Net realized gains (losses)
  on investments (b)               $    876      $   (141)     $  7,101 

(a)  Net investment  revenue  and  return  on  invested  assets  are  after
     deduction  of  investment  expense but  before net  realized  gains or
     losses on investments and provision for income taxes.

(b)  Includes net realized  gains or  losses on  investment securities  and
     other invested assets before provision for income taxes.

See Note  7. of the Notes  to Consolidated Financial Statements  in Item 8.
herein for  information regarding investment securities  for all operations
of the Company.


                                 REGULATION

Consumer Finance

The Company operates under  various state laws which regulate  the consumer
lending and retail  sales financing  businesses. The degree  and nature  of
such  regulation varies  from state  to state.  In general, the  laws under
which a substantial amount  of the Company's business is  conducted provide
for state licensing of lenders; impose maximum term, amount, interest rate,
and  other  charge  limitations;  and  enumerate  whether  and  under  what
circumstances  insurance  and  other  ancillary products  may  be  sold  in
connection with  a lending transaction.  In addition, certain of these laws
prohibit the taking  of liens  on real estate  except liens resulting  from
judgments.  

The  Company  also  is subject  to  various  types  of federal  regulation,
including  the  Federal Consumer  Credit Protection  Act  and the  Truth In
Lending  Act (governing  disclosure of  applicable  charges and  other loan
terms),  the  Equal  Credit  Opportunity  Act  (prohibiting  discrimination
against credit worthy applicants), the Fair Credit Reporting Act (governing
the  accuracy and use of credit  bureau reports), and certain Federal Trade
Commission  rules.    AGFC-Utah,  which  engages  in  the  consumer finance
business  and accepts  insured deposits,  is subject  to regulation  by and
reporting requirements of the Federal  Deposit Insurance Corporation and is
subject to regulatory codes in the state of Utah. 
<PAGE>
<PAGE> 14

Item 1.  Continued


Insurance

The  operations  of the  Company's  insurance subsidiaries  are  subject to
regulation  and supervision  by  state authorities.    The extent  of  such
regulation  varies but relates primarily  to conduct of  business, types of
products offered,  standards of solvency, payment  of dividends, licensing,
nature  of and limitations on  investments, deposits of  securities for the
benefit of policyholders, the  approval of policy forms and  premium rates,
periodic  examination of  the  affairs of  insurers,  form and  content  of
required  financial reports  and establishment  of reserves required  to be
maintained   for   unearned   premiums,   losses,   and   other   purposes.
Substantially all of the  states in which the Company operates regulate the
rates of  premiums charged for credit  life and credit accident  and health
insurance.

The investment portfolio of the Company's insurance subsidiaries is subject
to state insurance laws and regulations which prescribe the nature, quality
and  percentage of  various  types  of investments  which  may  be made  by
insurance companies.


                                COMPETITION

Consumer Finance

The  consumer finance industry is highly competitive.  The Company competes
with other consumer  finance companies, industrial  banks, industrial  loan
companies, commercial  banks, sales  finance  companies, savings  and  loan
associations, credit unions,  mutual or cooperative  agencies, and  others.
See Competitive Factors in Item 7. herein for more information.


Insurance

The  Company's  insurance operations  are  primarily  supplementary to  the
consumer  finance operations.    As  such,  competition for  the  insurance
operations is relatively limited.



Item 2.  Properties.


Due to  the nature of the Company's business, its investment in real estate
and  tangible property is not significant in  relation to its total assets.
AGFI and  certain of  its subsidiaries  own real estate  on which  AGFI and
other affiliates conduct business.   Branch office operations are generally
conducted in  leased premises.  Leases ordinarily  have terms from three to
five years.

The  Company's  exposure  to  environmental  regulation  arises  from   its
ownership of  such properties and properties  obtained through foreclosure.
The  properties  are  monitored  for  compliance  with  federal  and  local
environmental guidelines.  Potential costs related to environmental  clean-
up are estimated to be immaterial.
<PAGE>
<PAGE> 15

Item 3.  Legal Proceedings.


California v. Ochoa

In March 1994, a subsidiary  of AGFI and a subsidiary of AGFC were named as
defendants   in  a  lawsuit,  The   People  of  the   State  of  California
("California") V.  Luis Ochoa, Skeeters Automotive,  Morris Plan, Creditway
of America, Inc., and American General Finance, filed in the Superior Court
of California,  County of  San Joaquin,  Case No.  271130.   California  is
seeking injunctive relief, a civil penalty  of not less than $5,000 per day
or not  less than $250,000 for  violation of its Health and  Safety Code in
connection with  the failure  to  register and  remove underground  storage
tanks on property acquired through a foreclosure proceeding by a subsidiary
of  AGFI, and a civil penalty of  $2,500 for each act of unfair competition
prohibited  by its  Business  and  Professions  Code,  but  not  less  than
$250,000, plus  costs.  The  Company believes  that the total  amounts that
would ultimately be  paid, if  any, arising from  this environmental  claim
would  have no  material effect  on the  Company's consolidated  results of
operations and financial position.


Other 

AGFI  and  certain  of its  subsidiaries are  defendants in  various  other
lawsuits and proceedings arising in the normal course of business.  Some of
these lawsuits and proceedings arise in jurisdictions such as  Alabama that
permit punitive  damages disproportionate  to  the actual  damages alleged.
In light of the uncertainties inherent in any litigation, no assurances can
be given as to the  ultimate  outcome  of these  lawsuits and  proceedings.
However,  AGFI and  its subsidiaries believe  that  there  are  meritorious
defenses for all of these claims and are defending them vigorously.



                                  PART II



Item 5.  Market  for  Registrant's  Common  Equity  and Related Stockholder
         Matters.


There  is no trading market for AGFI's common  stock, all of which is owned
by  American General.  The frequency  and amount of cash dividends declared
on AGFI's common stock for the years indicated were as follows:

Quarter Ended                         1995        1994  
                                    (dollars in thousands)

March 31                            $ 31,000     $33,201
June 30                               39,200      22,800
September 30                          42,340      21,600
December 31                              -        14,200

                                    $112,540     $91,801
<PAGE>
<PAGE> 16

Item 5.  Continued


See Management's Discussion and Analysis in Item 7. herein, as well as Note
15. of Notes to  Consolidated Financial Statements in Item  8. herein, with
respect to limitations  on the ability of AGFI and  its subsidiaries to pay
dividends.



Item 6.  Selected Financial Data.


The  following selected financial  data are  derived from  the consolidated
financial  statements  of  the  Company.    The  data  should  be  read  in
conjunction with  the consolidated financial statements  and related notes,
Management's Discussion and Analysis in Item 7. herein, and other financial
information included herein.

                                 Years Ended December 31,              
                     1995       1994      1993(a)     1992       1991   
                                  (dollars in thousands)

Total revenues    $1,791,494 $1,491,239 $1,288,777 $1,170,371 $1,141,662
 
Net income (b)        85,655    244,988    195,741    161,908    135,020


                                        December 31,                    
                     1995       1994      1993(a)     1992       1991   
                                  (dollars in thousands)

Total assets      $9,561,350 $8,980,728 $7,658,775 $7,210,763 $6,906,025

Long-term debt     4,979,883  4,312,932  4,018,797  3,604,371  2,819,045


(a)  The Company  adopted three new accounting standards through cumulative
     adjustments as of January  1, 1993, resulting in a one-time  reduction
     of net income of $12.7 million.  

(b)  Per share information is not included because all of the common  stock
     of AGFI is owned by American General.



Item 7.  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 fixed-rate
and floating-rate debt, borrowings under credit facilities, and the sale of
finance  receivables  through  securitization.   Management  believes  that
<PAGE>
<PAGE> 17 

Item 7.  Continued


the overall sources  of cash  and liquidity available  to the Company  will
continue to be sufficient to satisfy  its foreseeable financial obligations
and operational requirements.  


Liquidity

Operating  cash  flow,  which includes  net  income  adjusted for  non-cash
revenues  and expenses, totaled $657.9  million in 1995  compared to $511.5
million in 1994 and $478.8  million in 1993.  Operating cash  flow combined
with the net proceeds of increased debt, the proceeds from the 1995 sale of
finance receivables through securitization, and a 1995 capital contribution
from AGFI's parent, generated cash flow of $1.2 billion in 1995 compared to
$1.8 billion  in 1994 and  $780.8 million in 1993.   These cash  flows were
used to fund the net increases in net finance receivables of $490.1 million
in 1995,  $1.3 billion  in 1994,  and $374.3  million in  1993  and to  pay
dividends to the Company's parent of $112.5 million in 1995, $140.0 million
in 1994, and $162.6 million in 1993.

Dividends are adjusted to  maintain the Company's targeted leverage  of 7.5
to 1  of debt to tangible  equity (equity less goodwill  and net unrealized
gains or  losses  on fixed-maturity  investment  securities).   During  the
second half of 1995,  the unusually large provision for  finance receivable
losses would have caused this  ratio to exceed 7.5 to 1.   See "Analysis of
Operating Results  -  Provision  for  Finance  Receivable  Losses"  herein.
AGFI's parent demonstrated  its support  by contributing  $80.0 million  of
capital in the fourth quarter of 1995 to maintain this leverage ratio.  The
ability of AGFI to  pay dividends is substantially dependent on the receipt
of dividends or other funds from its subsidiaries.  The amount of dividends
certain  subsidiaries  may  pay  is  effectively  limited  by  restrictions
contained in  certain financing agreements.   See Note 15. of  the Notes to
Consolidated Financial  Statements in  Item  8. herein  for information  on
dividend restrictions.


Capital Resources

The  Company's requirement  for capital  varies directly  with  net finance
receivables.  The mix of capital between debt and equity is based primarily
upon maintaining leverage that supports  cost-effective funding.  At  year-
end  1995, the  Company's  capital was  $8.8  billion, consisting  of  $7.5
billion of  debt and $1.3  billion of equity,  compared to $8.3  billion at
year-end 1994,  consisting of  $7.1 billion  of  debt and  $1.2 billion  of
equity.

The Company's  principal  borrowing  subsidiary  is  AGFC,  a  wholly-owned
subsidiary  of  AGFI.    AGFC  obtains  funds  through  the issuance  of  a
combination of  fixed-rate debt,  principally long-term,  and floating-rate
debt, principally  short-term.   AGFC  sells  commercial paper  notes  with
maturities  ranging from  1  to  270  days  directly  to  banks,  insurance
companies, corporations,  and other institutional investors.  AGFC may also
offer medium-term notes with  original maturities of nine months  or longer
to certain institutional  investors.   The remainder of  AGFC's capital  is
obtained   primarily  through  underwritten   public  debt  offerings  with
maturities generally ranging from three to ten years. 
<PAGE>
<PAGE> 18

Item 7.  Continued


Credit Ratings

Access to the money and capital markets results from AGFC's strong debt and
commercial paper ratings.  The current ratings are as follows:

                          Long-term Debt       Commercial Paper

Moody's                   A1  (Strong)         P-1   (Highest)
Standard & Poor's         A+  (Strong)         A-1+  (Highest)
Duff & Phelps             A+  (Strong)         D-1+  (Highest)
Fitch                          -               F-1+  (Highest)


Credit Facilities

Credit facilities  are maintained  to support  the  issuance of  commercial
paper  by  AGFC  and  as  an  additional  source  of  funds  for  operating
requirements.  At  year-end 1995, credit  facilities, including  facilities
shared with American  General and  certain of its  subsidiaries, were  $4.0
billion, with remaining availability to  the Company of $3.6 billion.   See
Note 10.  of the  Notes  to Consolidated  Financial Statements  in Item  8.
herein for additional information on credit facilities.


Securitization

During 1995, the  Company securitized  its portfolio of  private label  and
credit card finance receivables to establish additional sources  of funding
and liquidity.   During the second  quarter of 1995, the  Company sold $100
million  of  securitized finance  receivables  with limited  recourse.   At
December 31,  1995, securitized finance  receivables sold remained  at $100
million.


                       ANALYSIS OF OPERATING RESULTS


See Selected Financial  Information in  Item 1. herein  for information  on
important aspects of the Company's business and as a frame of reference for
the discussion following.

Net income decreased $159.3 million,  or 65%, for 1995 and increased  $49.2
million, or 25%,  for 1994 when  compared to the respective  previous year.
The decrease in net income for 1995 when compared to 1994 was primarily due
to the increase in the provision for finance receivable losses.
<PAGE>
<PAGE> 19

Item 7.  Continued


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


Finance Charges

Finance  charge revenues  increased $244.7  million, or  20%, for  1995 and
$165.1 million,  or 15%, for 1994 when  compared to the respective previous
year due to increases in both average net receivables and  yields.  Average
net  receivables increased  $1.2 billion,  or 17%,  during 1995  and $709.0
million, or 11%, during 1994 when compared to the respective  previous year
primarily due  to growth in  the retail sales  finance and loan  portfolios
resulting  from business development efforts.  The yield increased 44 basis
points during  1995 and 63  basis points during  1994 when compared  to the
respective previous year primarily due to higher  yield on loans and retail
sales finance.  The increase in yield for 1994 also  reflected higher yield
on credit  cards.  The loan yield for 1995  increased when compared to 1994
primarily due  to higher  yield on  real estate loans,  resulting from  the
higher interest rate environment and rate management.  The increase in loan
yield for  1994 when compared  to 1993 was  primarily due to  the increased
proportion of  higher-rate, non-real  estate loans in  the loan  portfolio.
The  increase in  loan  yield  for  1995  and 1994  when  compared  to  the
respective previous year also  reflected the change in the  amortization of
premiums  on  certain  purchased  finance  receivables  which  were   fully
amortized in  the second quarter of  1994.  The retail  sales finance yield
for 1995  increased when  compared to  1994 due to  higher yield  on retail
sales  contracts   reflecting  improved   pricing  strategies  and   market
conditions.


Insurance Revenues

Insurance  revenues increased  $41.4 million,  or 23%,  for 1995  and $38.1
million, or  27%, for 1994  when compared to  the respective previous  year
primarily  due to  the  increase  in  earned  premiums.    Earned  premiums
increased  primarily due  to  increased credit  premiums  written in  prior
periods due to higher  credit insurance sales on increased loan  volume and
increased non-credit premiums written in 1995.  Non-credit premiums written
increased during 1995 primarily due to the introduction of a new non-credit
insurance product.  The  new non-credit insurance product is  ordinary life
level term.


Other Revenues

Other revenues increased  $14.2 million, or 23%, for 1995 and decreased $.7
million, or  1%, for  1994 when  compared to  the respective  previous year
primarily due  to  the  respective  increase  and  decrease  in  investment
revenue.  The increase in investment revenue for 1995 when compared to 1994
was primarily due to  growth in average  invested assets for the  insurance
operations  of $107.7  million, or 15%,  partially offset by  a decrease in
return  on invested assets of 29 basis  points.  The decrease in investment
revenue for  1994 when compared  to 1993  resulted from realized  losses on
<PAGE>
<PAGE> 20

Item 7.  Continued


investments of  $.1 million  in 1994 compared  to $7.1 million  of realized
gains on investments in 1993 and a decrease in return on invested assets of
47 basis points, partially offset by an increase in average invested assets
of $55.1  million, or  8%.  The  increase in other  revenues for  1995 when
compared  to 1994  also  reflected the  gain  on finance  receivables  sold
through securitization.


Interest Expense

Interest  expense  increased $101.2  million, or  24%,  for 1995  and $36.5
million, or 10%, for 1994 when compared to the respective previous year due
to increases in average borrowings of $1.1 billion, or 17%, during 1995 and
$615.8 million, or 11%, during 1994 and an increase in borrowing cost of 41
basis points during 1995.  Average  borrowings for 1995 and 1994  increased
when compared  to the respective previous  year to fund asset  growth.  The
borrowing cost  for 1995 increased when compared to 1994 due to an increase
in short-term borrowing cost,  partially offset by a decrease  in long-term
borrowing cost.   The increase in borrowing cost, as  well as the reduction
in  pretax income, contributed  to a decrease  in the ratio  of earnings to
fixed charges for 1995 when compared to 1994.   The borrowing cost for 1994
decreased  7 basis  points when  compared to  1993 due  to lower  long-term
borrowing cost,  partially offset  by an increase  in short-term  borrowing
cost.  


Operating Expenses

Operating  expenses increased  $96.4 million,  or 26%,  for 1995  and $41.0
million,  or 12%, for  1994 when compared  to the respective  previous year
primarily due  to growth in the business, including growth that occurred in
the respective prior year, which resulted in operational staffing increases
and  increases in other growth-related expenses.  The increase in operating
expenses for 1995 when  compared to 1994 also reflected  collection efforts
on the increased  level of delinquent  finance receivables.   In 1995,  the
Company  increased  its  finance  receivable  portfolio  by  over   230,000
accounts,  increased net receivables by $490.1 million, and opened over 100
new  consumer  finance  offices.   During  1995,  the  Company added  1,350
employees, including 1,100  branch employees and  250 employees to  process
the private  label and credit  card finance receivables.   The  increase in
operating  expenses for 1994 when compared to 1993 also reflected equipment
expenses resulting from a  branch office automation program.   The increase
in  operating expenses for 1994 when compared  to 1993 was partially offset
by the increase in deferral of finance receivable origination costs.  


Provision for Finance Receivable Losses

In recent years,  the Company's  operational strategy has  been focused  on
improving its risk-adjusted  returns by extending credit to  customers with
risk characteristics  somewhat higher than those  traditionally serviced by
the  Company.   Since  1991,  the  number  of  customer  accounts  serviced
increased by 1.8 million, net  finance receivables increased $2.5  billion,
<PAGE>
<PAGE> 21

Item 7.  Continued


yield  increased to  18.02% for 1995  from 16.55%  for 1991,  and insurance
revenues  as a percentage of average net receivables increased to 2.68% for
1995 from 1.86%  for 1991.  As expected, this strategy adversely influenced
credit  quality.  However, the delinquency ratios and the charge-off ratios
experienced by  the  Company  sharply  increased  to  unanticipated  levels
beginning  in  the  third quarter  of  1995.    Several financial  services
companies that have not adopted strategies of accepting higher credit risks
have also recently reported increased levels of delinquency and net charge-
offs,  suggesting that systemic economic conditions are partly the cause of
the  Company's  higher-than-anticipated delinquency  ratios  and charge-off
ratios.

Provision for finance  receivable losses increased $360.2 million, or 168%,
for  1995 and  $51.1  million,  or  31%,  for 1994  when  compared  to  the
respective  previous  year due  to increases  in  amounts provided  for the
allowance  for finance  receivable losses  and net  charge-offs.   The 1995
increase included the effects  of the unexpected rise in  delinquencies and
net charge-offs.
 
Net  charge-offs for 1995 increased  to $311.5 million  from $172.5 million
for  1994 and  $140.7 million  for  1993.   The charge-off  ratio for  1995
increased to 3.77% from 2.45% for 1994 and 2.21% for 1993.  The delinquency
ratio at year-end  1995 increased to  4.13% compared to  2.89% at 1994  and
2.51% at 1993.  

Due to  the  unexpected  increases in  delinquencies  and  net  charge-offs
beginning in  the third  quarter of  1995,  a comprehensive  review of  the
Company  was initiated  in the  fourth quarter.   This review  consisted of
extensive  internal  analysis,   together  with  finance   receivable  loss
development projections  supplied  by  outside  credit  consultants.    The
results of the analysis indicated  a need for an increase in  the allowance
for finance receivable  losses.  In response, a  $216.0 million increase in
the  allowance for  finance receivable  losses was  recorded in  the fourth
quarter.   This additional reserving increased the allowance ratio to 5.85%
at December 31, 1995 compared to 2.86% at December 31, 1994.  The allowance
for finance receivable losses increased $265.9 million during 1995.

The  Company anticipates future increases  in net charge-offs  due to lower
credit  quality  associated   with  the  substantial   growth  in   finance
receivables in 1994 and early 1995.   Delinquencies are expected to decline
from the current levels but will remain above historical levels in the near
term.  In  response to  all of the  foregoing, the  Company has adopted  an
action  program   for  improving  credit  quality   that  includes  raising
underwriting standards, expanding  the use of  credit scoring, and  slowing
branch  expansion  and  receivable  growth (other  than  real  estate  loan
growth), while stressing collections and improving branch office  training.
This action  program will be accomplished primarily  by redirecting Company
resources rather than employing additional resources.  Management  believes
that  the  impact   of  these  corrective  actions   should  contribute  to
improvements in earnings during  1996.  A significant deterioration  in the
U.S. economic climate, which is not currently anticipated, could delay this
corrective program's results.
<PAGE>
<PAGE> 22

Item 7.  Continued


Insurance Losses and Loss Adjustment Expenses

Insurance  losses and loss adjustment expenses  increased $18.9 million, or
19%,  for 1995 and  $18.7 million, or  24%, for  1994 when compared  to the
respective previous  year due to an  increase in claims and  reserves.  The
increase in claims of $11.8 million for 1995 when compared to 1994 resulted
from higher  credit insurance sales.   The increase in  benefit reserves of
$7.1 million for  1995 when compared  to 1994 related  to a new  non-credit
insurance product  sold in 1995.   The increase in claims  and reserves for
1994  when compared to 1993 resulted from  the increase in premiums written
due to increased loan activity and reinsurance assumptions.


Provision for Income Taxes

The provision for income taxes  decreased $117.1 million, or 80%, for  1995
and  increased $18.6  million,  or  14%,  for 1994  when  compared  to  the
respective previous year.   The decrease in the provision  for income taxes
for 1995 when compared to 1994 is primarily due to lower taxable income and
a non-recurring state income  tax adjustment recorded in the  third quarter
of 1995.   During 1995,  the Company  recognized state  net operating  loss
(NOL) carryforwards  resulting from the  state's audit of a  return and the
state's acceptance of an amended return.   The Company has recognized a net
reduction  of  $16.6 million  in 1995  state  income tax  expense primarily
related  to  these carryforwards.   At  December  31, 1995,  the  state NOL
carryforwards  remaining were $650.9 million which expire in the years 2005
and 2006.   The increase  in the provision for  income taxes for  1994 when
compared to 1993 is primarily due to higher taxable income.


Cumulative Effect of Accounting Changes

The adoption of  three new  accounting standards resulted  in a  cumulative
adjustment effective January  1, 1993  consisting of a  one-time charge  to
earnings of $12.7 million.   Other than the cumulative effect,  adoption of
these new  accounting standards  did not  have a  material effect on  1995,
1994, or 1993 net  income and is not expected to have  a material impact in
the future.


                      ANALYSIS OF FINANCIAL CONDITION


At  December 31,  1995, the  Company's assets  are distributed  as follows:
82.82% in  finance receivables,  9.25% in investment  securities, 3.92%  in
other  assets, 2.93% in acquisition-related goodwill, and 1.08% in cash and
cash equivalents.
<PAGE>
<PAGE> 23

Item 7.  Continued


Asset Quality

The Company believes that  its geographic diversification reduces  the risk
associated  with a recession  in any one  region.  In  addition, 93% of the
loans and retail sales finance outstanding at December 31, 1995 are secured
by real property or personal property.

During  1995, the Company increased the  allowance ratio due to the higher-
than-anticipated  increase in  delinquencies and  net charge-offs  in 1995.
See  "Analysis of  Operating  Results -  Provision  for Finance  Receivable
Losses" herein for further information  on allowance for finance receivable
losses, delinquency ratio, and charge-off ratio.  While finance receivables
have some  exposure to further  economic uncertainty, the  Company believes
that in  the  present environment,  the  allowance for  finance  receivable
losses is adequate to absorb anticipated losses in the existing portfolio.

Investment securities principally represent the investment portfolio of the
Company's insurance  operations.  The  investment strategy  is to  optimize
after-tax returns on invested assets, subject to the constraints of safety,
liquidity, diversification, and regulation.  

The  largest  intangible asset  is  acquisition-related  goodwill which  is
charged to expense in  equal amounts over 20 to  40 years.  See Note  2. of
the  Notes to  Consolidated  Financial Statements  in  Item 8.  herein  for
information on goodwill.


Operating Requirements

The  Company's principal  operating  requirements for  cash  are:   funding
finance receivables, payment of interest, payment of operating expenses and
income taxes, and contractual obligations to policyholders.  The  principal
sources  of cash are collections of finance receivables and finance charges
and  proceeds  from the  issuance of  debt.   The  overall sources  of cash
available to the Company are expected to be more than sufficient to satisfy
operating requirements in 1996.


Capital Requirements

Long-term debt repayments and maturities plus normal refinancing of  short-
term debt and any funds required  to support growth in finance  receivables
are expected  to be financed through  the issuance of long-term  and short-
term debt and surplus operating cash.


Asset/Liability Management

Anticipated  cash flows of the Company's assets and liabilities are managed
in  an effort to  reduce the  risk associated  with unfavorable  changes in
interest rates.  The Company's mix of fixed-rate and floating-rate  debt is
determined by  management based, in part, on the nature of the assets being
<PAGE>
<PAGE> 24

Item 7.  Continued


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 conversion  agreements and has used options  on interest
conversion agreements  to synthetically create fixed-rate  debt by altering
the  nature  of floating-rate  funding,  thereby limiting  its  exposure to
interest rate movements.


                        BUSINESS ENVIRONMENT FACTORS


The  Company  operates in  a business  environment  in which  effective and
efficient managerial  performance, and  a  prudent lending  and  investment
strategy  are  essential.   The three  most relevant  environmental factors
affecting the Company are economic, regulatory, and competitive.


Economic Factors

The three key economic factors  that affect the results of the  Company are
interest rates, inflation, and recession/recovery.

Interest Rates.  The Company's finance receivables, investment  securities,
long-term  debt, and short-term debt react  over varying periods of time to
movements in interest  rates.  During 1995 and 1994,  interest rates in the
United States generally  increased from the recent  historically low levels
experienced during 1993.

The Company pursues  opportunities created by  market conditions  regarding
both finance  receivable mix  and funding  alternatives to manage  interest
spreads.  Growth in higher yielding receivables in 1995, 1994, and 1993 and
decreases in borrowing  cost in 1994 and 1993 caused the Company's interest
spread to increase in each of the last three years.

The Company achieved an increase in its finance receivable yield in each of
the  last three  years.   Lower interest  rates during  1993 resulted  in a
decrease  in the  amount  of real  estate  loans outstanding  as  customers
refinanced  their  loans elsewhere  at rates  below  those the  Company was
willing to offer.  The Company took advantage of other market opportunities
to originate  non-real estate  loans and  retail sales  finance receivables
with higher yields.  Increases in interest rates since 1993 facilitated the
increase in  yield for  1995 and  1994.   The amount  of real  estate loans
outstanding increased during 1995 and 1994.  The 1995 increase in yield was
partially  offset by the Company's action program to improve credit quality
which  included  slowing receivable  growth  (other than  real  estate loan
growth).

The movement  in interest  rates  also contributed  to  a decrease  in  the
Company's borrowing cost during  1994 and 1993 and an increase during 1995.
Rates on short-term  debt, principally commercial  paper, decreased  during
1993, but increased  during 1995 and  1994.  In  each successive year  from
1993 to 1995, new issuances of long-term debt have been at rates lower than
those on matured or  redeemed issues or on debt  that remained outstanding.
<PAGE>
<PAGE> 25

Item 7.  Continued


The  Company's  insurance  subsidiaries'  investment  securities   and  net
investment revenue increased in each of the last three years.  In addition,
the  generally lower interest rates in recent years caused security issuers
to  call their  higher  yielding debt,  generating  net realized  gains  on
investments for the Company in 1993.  Since the proceeds were reinvested in
lower yielding securities, return  on invested assets has declined  in each
of  the last  three  years.    The  Company intends  to  continue  using  a
conservative investment policy.

The Company believes that it is difficult to assess or  predict the overall
effects  of  any  given change  in  interest  rates  due  to the  following
uncertainties:   1)  whether  such a  movement  results in  a  convergence,
divergence, or tandem movement in the long-term/short-term yield curves, 2)
market opportunities that  may or may not exist at the time such a movement
occurs for both investment  and funding alternatives, and  3) the level  of
interest  rates  relative to  the finance  receivable portfolio  yield, the
return on invested  assets, and the borrowing cost when  such a movement in
interest rates occurs.

Inflation.   Inflation and  inflationary expectations  are factors  that to
some  extent  affect the  Company's revenue  and  expenses and  are factors
implicit  in interest  rates.   During each  of the  last three  years, the
Company  operated  in  a  low  inflation  environment.     However,  market
expectations of inflation  apparently contributed to significant  increases
in interest rates (particularly short-term rates) during 1994 and the first
half of 1995.

Revenue  generated from  interest rates  charged on  most of  the Company's
finance receivables is relatively insensitive to movements in interest rate
levels caused by inflation.   Net investment revenue and realized  gains or
losses  on the Company's investment  securities, and borrowing  cost on the
Company's long-term  and short-term  debt,  are relatively  sensitive  over
varying periods of time to movements in general interest rate levels caused
by  inflation.   The  Company's  operating expenses  are  no  more or  less
sensitive  to the  effects  of  inflation  than  would  be  experienced  by
businesses in general.

Recession/Recovery.  The Company believes that its recent implementation of
more  conservative lending  policies,  its  conservative  underwriting  and
investment  policies,  and  its  geographic  diversification  mitigate  the
potential  impact of defaults on finance receivables and investments in any
downturn of the U.S. economic cycle.

Recent economic statistics suggest that the U. S. economy remains in a four
year  expansion and  that  employment is  improving  in both  absolute  and
relative  terms.   However, other  data suggest  consumers may  be becoming
overextended  in  their  ability  to  repay  obligations  as  evidenced  by
increased  consumer debt  outstanding and  increased frequency  of personal
bankruptcies.   The  Company believes  that lower  economic growth  for the
country  in general, combined with its  more conservative lending policies,
will cause internally generated net finance receivable growth to be minimal
or negative for 1996.
<PAGE>
<PAGE> 26

Item 7.  Continued


Regulatory Factors

The regulatory environment of the consumer finance and insurance industries
is described  in Item 1.  herein.   Taxation is  another regulatory  factor
affecting the Company.  A risk to any business is that changes in state and
federal tax  laws or  regulations  may affect  the  way that  the  business
operates.  Since tax laws affect not only the way that the Company is taxed
but also the design of many of its products, these laws and regulations and
the way  they are interpreted are  of concern to the Company.   The Company
monitors federal and  state tax legislation  and responds with  appropriate
tax planning in order to minimize the impact of taxation.


Competitive Factors

Consumer  finance  companies   compete  with  other   types  of   financial
institutions  which offer  similar products  and services.   Competition in
financial services markets also  continues to intensify due to  an increase
in  the  number and  sophistication  of  financial products,  technological
improvement, and more rapid communication.

The  Company  has positioned  itself to  meet  the continuing  challenge of
competition in three primary ways:

Customer  Focus.  The Company focuses on selling financial service products
to low- to middle-income consumers.

Customer Service.  The Company  concentrates on delivering quality  service
to its customers.   This is  done primarily through  one of the  industry's
largest  domestic  branch networks  and  secondarily  through the  national
distribution provided by credit card services.

Productivity.    The  Company  continuously  monitors  performance  of  its
branches and products.   Organizational and procedural changes are  made as
necessary to manage marketing and cost effectiveness.



Item 8.  Financial Statements and Supplementary Data.


The  Report of Independent Auditors and  the related consolidated financial
statements are presented on the following pages.
<PAGE>
<PAGE> 27


                       REPORT OF INDEPENDENT AUDITORS




The Board of Directors
American General Finance, Inc.


We have audited  the accompanying consolidated  balance sheets of  American
General Finance,  Inc.  (a  wholly-owned  subsidiary  of  American  General
Corporation) and  subsidiaries as  of December 31,  1995 and 1994,  and the
related consolidated statements  of income, shareholder's  equity and  cash
flows  for each of the  three years in the  period ended December 31, 1995.
Our  audit also  included the  financial statement  schedule listed  in the
Index  at Item  14(a).   These  financial statements  and schedule  are the
responsibility of  the  Company's  management.  Our  responsibility  is  to
express an opinion on  these financial statements and schedule based on our
audits.

We conducted  our  audits in  accordance with  generally accepted  auditing
standards.   Those standards require that we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material  misstatement.  An audit  includes examining, on a  test basis,
evidence  supporting  the   amounts  and  disclosures   in  the   financial
statements.   An audit also  includes assessing  the accounting  principles
used  and significant estimates made  by management, as  well as evaluating
the overall financial statement  presentation.  We believe that  our audits
provide a reasonable basis for our opinion.

In  our opinion,  the consolidated financial  statements referred  to above
present fairly,  in  all  material  respects,  the  consolidated  financial
position of American General Finance, Inc. and subsidiaries at December 31,
1995 and 1994, and the consolidated  results of their operations and  their
cash flows  for each of  the three years in  the period ended  December 31,
1995, in conformity  with generally accepted accounting principles.   Also,
in  our opinion, the related  financial statement schedule, when considered
in relation to the  basic financial statements  taken as a whole,  presents
fairly, in all material respects, the information set forth therein. 

As discussed in Note 3. of  the Notes to Consolidated Financial Statements,
in 1993 the Company changed  certain of its accounting methods as  a result
of adopting new, required accounting standards.


                                              ERNST & YOUNG LLP

Indianapolis, Indiana
February 12, 1996
<PAGE>
<PAGE> 28

              American General Finance, Inc. and Subsidiaries

                        Consolidated Balance Sheets


                                                         December 31,  
Assets                                                1995          1994   
                                                    (dollars in thousands)
Finance receivables, net of unearned 
  finance charges  (Note 5.):
    Real estate loans                              $2,904,016    $2,704,929
    Non-real estate loans                           2,765,361     2,660,523
    Retail sales finance                            2,183,414     2,075,380
    Credit cards                                      557,603       479,480

Net finance receivables                             8,410,394     7,920,312
Allowance for finance receivable
  losses  (Note 6.)                                  (492,124)     (226,226)
Net finance receivables, less allowance
  for finance receivable losses                     7,918,270     7,694,086

Investment securities  (Note 7.)                      884,775       702,510
Cash and cash equivalents                             103,238        52,729
Goodwill  (Note 8.)                                   279,995       289,000
Other assets  (Note 8.)                               375,072       242,403

Total assets                                       $9,561,350    $8,980,728


Liabilities and Shareholder's Equity

Long-term debt  (Note 9.)                          $4,979,883    $4,312,932
Short-term notes payable:
  Commercial paper  (Notes 10. and 11.)             2,194,771     2,609,986
  Banks and other  (Notes 10. and 12.)                289,100       161,477
Investment certificates                                 6,197         6,601
Insurance claims and policyholder 
  liabilities                                         483,971       466,883
Other liabilities                                     273,485       191,278
Accrued taxes                                          12,162        19,831

Total liabilities                                   8,239,569     7,768,988

Shareholder's equity: 
  Common stock  (Note 14.)                              1,000         1,000
  Additional paid-in capital                          696,128       616,021
  Net unrealized gains (losses) on
    investment securities  (Note 7.)                   38,412       (18,407)
  Retained earnings  (Note 15.)                       586,241       613,126

Total shareholder's equity                          1,321,781     1,211,740

Total liabilities and shareholder's equity         $9,561,350    $8,980,728



See Notes to Consolidated Financial Statements.
<PAGE>
<PAGE> 29

              American General Finance, Inc. and Subsidiaries

                     Consolidated Statements of Income





                                      Years Ended December 31,  
                                    1995        1994        1993   
                                       (dollars in thousands)
Revenues
  Finance charges                $1,492,467  $1,247,727  $1,082,660
  Insurance                         222,264     180,913     142,856
  Other                              76,763      62,599      63,261

Total revenues                    1,791,494   1,491,239   1,288,777

Expenses
  Interest expense                  517,475     416,233     379,764
  Operating expenses                467,475     371,125     330,122
  Provision for finance receivable
    losses                          574,166     213,987     162,847
  Insurance losses and loss
    adjustment expenses             116,829      97,893      79,214

Total expenses                    1,675,945   1,099,238     951,947

Income before provision for income
  taxes and cumulative effect of
  accounting changes                115,549     392,001     336,830

Provision for Income Taxes
  (Note 13.)                         29,894     147,013     128,437

Income before cumulative effect
  of accounting changes              85,655     244,988     208,393

Cumulative Effect of Accounting 
  Changes  (Note 3.)                   -           -        (12,652)

Net Income                       $   85,655  $  244,988  $  195,741





See Notes to Consolidated Financial Statements.
<PAGE>
<PAGE> 30

              American General Finance, Inc. and Subsidiaries

              Consolidated Statements of Shareholder's Equity





                                         Years Ended December 31,     
                                       1995        1994        1993   
                                          (dollars in thousands)       

Common Stock 
  Balance at beginning of year      $    1,000  $    1,000  $    1,000
  Balance at end of year                 1,000       1,000       1,000

Additional Paid-in Capital
  Balance at beginning of year         616,021     616,021     615,874
  Capital contribution from parent
    and other                           80,107        -            147
  Balance at end of year               696,128     616,021     616,021

Net Unrealized Gains (Losses)
  on Investment Securities
    Balance at beginning of year       (18,407)     33,740         617
    Change during year                  56,819     (52,147)       (318)
    Effect of accounting change           -           -         33,441
    Balance at end of year              38,412     (18,407)     33,740

Retained Earnings 
  Balance at beginning of year         613,126     459,939     433,396
  Net income                            85,655     244,988     195,741
  Common stock dividends              (112,540)    (91,801)   (169,198)
  Balance at end of year               586,241     613,126     459,939

Total Shareholder's Equity          $1,321,781  $1,211,740  $1,110,700 





See Notes to Consolidated Financial Statements.
<PAGE>
<PAGE> 31
<TABLE>
              American General Finance, Inc. and Subsidiaries

                   Consolidated Statements of Cash Flows
<CAPTION>

                                                       Years Ended December 31,       
                                                    1995         1994         1993    
                                                        (dollars in thousands)
<S>                                             <C>          <C>          <C>
Cash Flows from Operating Activities
Net Income                                      $   85,655   $  244,988   $  195,741 
Reconciling adjustments to net cash 
  provided by operating activities:
    Provision for finance receivable losses        574,166      213,987      162,847 
    Depreciation and amortization                  114,789      124,287      112,555 
    Deferral of finance receivable
      origination costs                            (73,829)     (91,420)     (71,113)
    Deferred federal income tax benefit            (69,572)     (17,020)      (7,617)
    Deferred state income tax benefit              (16,550)         -            -   
    Change in other assets and other
      liabilities                                   49,800       13,817       38,863 
    Change in insurance claims and
      policyholder liabilities                      17,088       51,395       52,314 
    Gain on finance receivables sold
      through securitization                        (4,552)         -            -   
    Other, net                                     (19,136)     (28,576)      (4,768)
Net cash provided by operating activities          657,859      511,458      478,822 

Cash Flows from Investing Activities
  Finance receivables originated or purchased   (5,785,976)  (5,826,776)  (4,319,581)
  Principal collections on finance receivables   4,926,756    4,322,592    3,796,839 
  Securitized finance receivables sold             100,000          -            -   
  Investment securities purchased                 (200,112)    (161,239)    (193,386)
  Investment securities called, matured and sold   108,701       81,221      141,429 
  Purchase of assets from affiliate                (29,291)         -            -   
  Other, net                                       (69,513)     (26,338)     (38,708)
Net cash used for investing activities            (949,435)  (1,610,540)    (613,407)
    
Cash Flows from Financing Activities
  Proceeds from issuance of long-term debt       1,576,530    1,136,208    1,004,823 
  Repayment of long-term debt                     (913,909)    (846,468)    (594,848)
  Change in investment certificates                   (404)      (2,805)     (64,122)
  Change in short-term notes payable              (287,592)     956,502      (43,878)
  Capital contribution from parent                  80,000          -            -   
  Dividends paid                                  (112,540)    (140,000)    (162,600)
Net cash provided by financing activities          342,085    1,103,437      139,375 

Increase in cash and cash equivalents               50,509        4,355        4,790 
Cash and cash equivalents at beginning of year      52,729       48,374       43,584 
Cash and cash equivalents at end of year        $  103,238   $   52,729   $   48,374 

Supplemental Disclosure of Cash Flow Information
  Income taxes paid                             $  153,137   $  169,543   $  133,678 
  Interest paid                                 $  501,830   $  407,647   $  384,855 

<FN>
<F1>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<PAGE> 32

              American General Finance, Inc. and Subsidiaries

                 Notes to Consolidated Financial Statements

                             December 31, 1995



Note 1.  Nature of Operations

American  General  Finance,  Inc.  (hereinafter  referenced  as  "AGFI"  or
collectively, with its subsidiaries, whether directly or indirectly  owned,
as the "Company", including American General Finance Corporation (AGFC) and
American General  Financial Center  (AGFC-Utah))  is a  financial  services
holding  company  with  subsidiaries  that  are  engaged  primarily  in the
consumer  finance and  credit  insurance business.  In  this business,  the
Company  makes  loans  directly  to  individuals,  purchases  retail  sales
contract obligations  of  individuals,  offers  credit  card  services  and
markets insurance  products  through  the  consumer finance  network.    At
December 31,  1995, the Company had 1,411 offices in 41 states, Puerto Rico
and the U.S. Virgin Islands and approximately 10,100 employees.

In  its lending operations, the Company makes loans directly to individuals
and  generally takes a security  interest in real  property and/or personal
property of the borrower.  In its  retail operations, the Company purchases
retail  sales contracts arising from the  retail sale of consumer goods and
services by approximately 20,000 retail merchants  and issues private label
credit  cards  for  approximately  150  retail  merchants.    Retail  sales
contracts are secured by the real property or personal property giving rise
to the  contract.  Private label  are secured by a  purchase money security
interest in  the  goods purchased.    In its  credit card  operations,  the
Company issues  MasterCard  and VISA  credit cards  to individuals  through
branch  and direct mail solicitation programs.  Credit cards are unsecured.
In its insurance  operations, the  Company writes or  assumes credit  life,
credit accident  and health,  non-credit  insurance coverages  and  credit-
related property and casualty insurance to its consumer finance customers.

The  Company funds its operations  principally through net  cash flows from
operating activities, issuances of long-term debt, short-term borrowings in
the  commercial paper  market,  and borrowings  from  banks.   AGFC's  debt
ratings are among the strongest in the consumer finance industry.  

At  December  31,  1995,  the  Company  had  $8.4  billion  of net  finance
receivables due from  approximately 3.8 million customer  accounts and $6.6
billion  of  credit  and  non-credit  life   insurance  in  force  covering
approximately 1.6 million customer accounts.



Note 2.  Summary of Significant Accounting Policies


                        PRINCIPLES OF CONSOLIDATION

The consolidated financial statements have been prepared in accordance with
generally accepted accounting  principles and include the accounts  of AGFI
and  its subsidiaries.    The subsidiaries  are  all wholly-owned  and  all
<PAGE>
<PAGE> 33

Notes to Consolidated Financial Statements, Continued


intercompany items have been eliminated.  AGFI is a wholly-owned subsidiary
of American General Corporation (American General).


                             FINANCE OPERATIONS

Revenue Recognition

Revenue on finance receivables is accounted for as follows:

(1)  Finance charges  on discounted  finance  receivables and  interest  on
     interest-bearing finance receivables are recognized as revenue on  the
     accrual basis  using the interest method.   The accrual of  revenue is
     suspended  when the fourth  contractual payment  becomes past  due for
     loans and retail sales  contracts (which are included in  retail sales
     finance) and when the  sixth contractual payment becomes past  due for
     private  label (which are also  included in retail  sales finance) and
     credit cards.

(2)  Extension fees  and  late  charges  are  recognized  as  revenue  when
     received. 

(3)  Nonrefundable  points and fees on  loans are recognized  as revenue on
     the accrual  basis using the  interest method  over the lesser  of the
     contractual  term   or  the  estimated  life   based  upon  prepayment
     experience.   If a loan  liquidates before amortization  is completed,
     any  unamortized fees  are  recognized  as  revenue  at  the  date  of
     liquidation.   Nonrefundable points and  fees on retail  sales finance
     and deferred annual fees on credit cards are not material.


Origination Costs

The Company defers costs associated with the origination of certain finance
receivables.    Deferred   origination  costs  are   included  in   finance
receivables and are  amortized to revenue  on the  accrual basis using  the
interest method  over the lesser  of the contractual term  or the estimated
life  based upon prepayment experience.  If a finance receivable liquidates
before  amortization is  completed, any  unamortized costs  are  charged to
revenue at the date of liquidation.  


Allowance For Finance Receivable Losses

The allowance for  finance receivable losses is maintained at a level based
on  periodic evaluation of the finance receivable portfolio and reflects an
amount that,  in management's  opinion, is adequate  to absorb  anticipated
losses  in the existing portfolio.   In evaluating  the portfolio, numerous
factors   are  taken   into  consideration,   including  current   economic
conditions, prior  finance receivable loss and  delinquency experience, the
composition  of  the  finance  receivable  portfolio,  and  an  estimate of
anticipated finance receivable losses.
<PAGE>
<PAGE> 34

Notes to Consolidated Financial Statements, Continued


AGFI's  policy is  to charge  off each  month loan  accounts, except  those
secured  by real estate, on which little or no collections were made in the
prior six-month  period.  Retail  sales contracts are charged  off when six
installments are  past due.   Private label  and credit  card accounts  are
charged off  when 180 days  past due.  In the case of loans secured by real
estate,  foreclosure   proceedings   are  instituted   when  four   monthly
installments are past  due.  When foreclosure is completed  and the Company
has obtained  title to the property,  the real estate is  established as an
asset valued at fair value, and any  loan value in excess of that amount is
charged off.  The charge-off period is occasionally extended for individual
accounts when, in the opinion of management, such treatment is warranted.


                            INSURANCE OPERATIONS

Revenue Recognition

The Company's insurance subsidiaries are engaged in writing credit life and
credit accident and  health insurance, non-credit  insurance, and  property
and casualty insurance.   Premiums on credit life insurance  are recognized
as  revenue using the sum-of-the-digits or actuarial methods, except in the
case of level-term  contracts, which  are recognized as  revenue using  the
straight-line method over  the lives of the  policies.  Premiums  on credit
accident and health insurance are recognized as revenue using an average of
the  sum-of-the-digits  and the  straight-line  methods.   Non-credit  life
insurance premiums are recognized  when collected but not before  their due
dates.    Premiums on  property and  casualty  insurance are  recognized as
revenue using  the straight-line method  over the terms of  the policies or
appropriate shorter periods.


Policy Reserves

Policy  reserves for credit life  and credit accident  and health insurance
are equal  to related unearned  premiums, and claim  reserves are based  on
company experience.   Liabilities for future life insurance policy benefits
associated with non-credit life contracts  are accrued when premium revenue
is recognized and are computed on the basis of assumptions as to investment
yields, mortality, and withdrawals.   Annuity reserves are computed  on the
basis of assumptions  as to investment yields and  mortality.  Reserves for
losses and loss adjustment expenses for property and casualty insurance are
based upon estimates of claims reported plus estimates of incurred  but not
reported  claims.  Non-credit life,  group annuity, and accident and health
insurance reserves assumed under coinsurance agreements are established  on
the bases of various tabular and unearned premium methods.


Acquisition Costs

Insurance acquisition costs, principally commissions, reinsurance fees, and
premium taxes,  are deferred and charged  to expense over the  terms of the
related policies or reinsurance agreements.
<PAGE>
<PAGE> 35

Notes to Consolidated Financial Statements, Continued


Reinsurance

The  Company's insurance  subsidiaries  enter into  reinsurance  agreements
among themselves and  other insurers, including  insurance subsidiaries  of
American General.  The annuity reserves attributable to this business with
the subsidiaries of American  General were $61.0 million and  $61.6 million
at  December  31, 1995  and 1994,  respectively.   The  Company's insurance
subsidiaries assumed from other insurers  $59.9 million, $51.4 million, and
$42.5  million  of  reinsurance  premiums  during  1995,  1994,  and  1993,
respectively.    The  Company's  ceded  reinsurance  activities  were   not
significant during the last three years.


GAAP vs. Statutory Accounting

Statutory accounting practices  differ from  generally accepted  accounting
principles, primarily  in the  following  respects: credit  life  insurance
reserves are maintained on  the basis of mortality tables;  non-credit life
and group annuity insurance reserves  are based on statutory  requirements;
insurance acquisition costs are expensed when incurred rather than expensed
over the related contract period; deferred income taxes are not recorded on
temporary differences  in the recognition  of revenue and  expense; certain
intangible assets resulting  from a purchase  and the related  amortization
are not reflected in statutory financial statements; investments  in fixed-
maturity securities are carried  at amortized cost; and an  asset valuation
reserve and  interest  maintenance  reserve are  required  for  Merit  Life
Insurance Co.  (Merit), which is  a wholly-owned subsidiary  of AGFC.   The
following  compares net  income and  shareholder's equity  determined under
statutory  accounting  practices  with  those  determined  under  generally
accepted accounting principles:

                                Net Income          Shareholder's Equity
                         Years Ended December 31,       December 31,   
                          1995     1994     1993      1995        1994  
                                       (dollars in thousands)
Statutory accounting
  practices              $42,006  $35,466  $31,080  $319,413    $279,231

Generally accepted
  accounting principles   58,245   46,903   39,363   496,640     381,577


                           INVESTMENT SECURITIES

Valuation

All investment  securities are  currently classified  as available-for-sale
and recorded at fair value.  After adjusting related balance sheet accounts
as if  the unrealized gains  and losses on  investment securities had  been
realized, the net  adjustment is recorded in net unrealized gains or losses
on investment securities within shareholder's equity.  If the fair value of
an investment security classified as available-for-sale declines below  its
cost  and this  decline  is considered  to  be  other than  temporary,  the
investment security  is reduced  to its fair  value, and  the reduction  is
recorded as a realized loss.
<PAGE>
<PAGE> 36

Notes to Consolidated Financial Statements, Continued


Realized Gains and Losses on Investments

Realized  gains and losses on investments are recognized using the specific
identification method  and include  declines in  fair value  of investments
below cost  that are considered  other than temporary.   Realized gains and
losses on investments are included in other revenues.


                                   OTHER

Cash Equivalents

The Company considers all short-term investments with a maturity at date of
purchase of three months or less to be cash equivalents.


Goodwill

Acquisition-related goodwill is charged to expense in equal amounts over 20
to 40  years.   The carrying  value of goodwill  is regularly  reviewed for
indicators of impairment  in value,  which in  the view  of management  are
other  than temporary,  including  unexpected  or  adverse changes  in  the
following:   1)  the  economic or  competitive  environments in  which  the
Company operates, 2) profitability analyses, and 3) cash flow analyses.  If
facts  and  circumstances suggest  that goodwill  is impaired,  the Company
assesses the fair value of the  underlying business and reduces goodwill to
an amount  that results in the book value of the Company approximating fair
value.   The Company  determines  the fair  value based  on an  independent
appraisal.

At  December  31, 1995,  the  reported  value  and  the remaining  life  of
acquisition-related goodwill are considered appropriate.


Income Taxes

Deferred  tax   assets  and  liabilities  are   established  for  temporary
differences  between the  financial reporting  basis and  the tax  basis of
assets and liabilities, at the  enacted tax rates expected to be  in effect
when the temporary differences reverse. The effect of a tax  rate change is
recognized in income in the period of enactment.

A valuation  allowance for deferred tax  assets is provided if  all or some
portion of the  deferred tax  asset may not  be realized.   An increase  or
decrease  in  a  valuation   allowance  that  results  from  a   change  in
circumstances  that causes a change in judgement about the realizability of
the related  deferred tax asset is included in income.  A change related to
fluctuations in  fair value of available-for-sale  investment securities is
included  in net  unrealized gains  or losses  on investment  securities in
shareholder's equity.
<PAGE>
<PAGE> 37

Notes to Consolidated Financial Statements, Continued


Interest Conversion Agreements

The interest differential  to be  paid or received  on interest  conversion
agreements is recorded on the accrual basis and is recognized over the life
of the agreements as an adjustment to interest expense.  The related amount
payable   to  or  receivable  from  counterparties  is  included  in  other
liabilities or other assets.

The fair values of interest conversion agreements are not recognized in the
consolidated balance sheet, which  is consistent with the treatment  of the
related funding that is hedged.

Any gain or loss from early termination of an interest conversion agreement
is deferred  and  amortized into  income  over the  remaining term  of  the
related  funding.  If the  underlying funding is  extinguished, any related
gain or loss on interest conversion agreements is recognized in income.


Use of Estimates

The preparation  of  financial  statements  in  conformity  with  generally
accepted accounting principles  requires management to  make estimates  and
assumptions that affect (1) the reported amounts of assets and liabilities,
(2) disclosures of contingent  assets and liabilities and (3)  the reported
amounts  of revenues and expenses  during the reporting  periods.  Ultimate
results could differ from those estimates.


Fair Value of Financial Instruments

The  fair  values  disclosed in  Note  19.  are  based on  estimates  using
discounted cash  flows when  quoted market prices  are not available.   The
valuation techniques employed are significantly affected by the assumptions
used, including the  discount rate and estimates of future  cash flows.  In
that  regard, the  derived fair  value estimates cannot be substantiated by
comparison to independent markets and, in many cases, could not be realized
in  immediate settlement  of  the  instrument.    The  fair  value  amounts
presented  can be misinterpreted, and  care should be  exercised in drawing
conclusions from such data.



Note 3.  Accounting Changes

During  1995,  the  Company  adopted  Statement  of  Financial   Accounting
Standards  (SFAS) 121, "Accounting for the  Impairment of Long-Lived Assets
and  for  Long-Lived  Assets to  Be  Disposed Of."    SFAS  121 establishes
accounting  standards for (1) the  impairment of long-lived assets, certain
identifiable intangibles, and goodwill  related to those assets to  be held
and  used  in  the   business,  and  (2)  long-lived  assets   and  certain
identifiable intangibles to be disposed of.  Adoption  of this standard did
not have a material impact on the consolidated financial statements.
<PAGE>
<PAGE> 38

Notes to Consolidated Financial Statements, Continued


During 1994, the  Company adopted  SFAS 118, "Accounting  by Creditors  for
Impairment of a Loan -  Income Recognition and Disclosures," and  SFAS 119,
"Disclosure about  Derivative  Financial  Instruments  and  Fair  Value  of
Financial  Instruments."   SFAS 118 requires disclosures about the recorded
investment  in  certain  impaired  loans and  the  recognition  of  related
interest income.  SFAS 119 requires additional disclosures about derivative
financial  instruments   and   amends  existing   fair   value   disclosure
requirements.   Adoption of these standards did not impact the consolidated
financial statements.

Effective  January 1, 1993,  the Company  adopted the  following accounting
standards:

SFAS  106, "Employers'  Accounting for  Postretirement Benefits  Other Than
Pensions," resulted in  a one-time reduction of net income  of $2.9 million
($4.4 million pretax).  This  standard requires accrual of a liability  for
postretirement benefits other than pensions.

SFAS 109, "Accounting for  Income Taxes," resulted in a  one-time reduction
of net income of  $8.6 million.  This  standard changes the way  income tax
expense is determined for financial reporting purposes.

SFAS 112, "Employers' Accounting for Postemployment Benefits," resulted  in
a one-time reduction of  net income of $1.2 million ($1.8  million pretax).
This standard requires the accrual of a liability for  benefits provided to
employees after employment but before retirement.

SFAS 113, "Accounting and  Reporting for Reinsurance of  Short-Duration and
Long-Duration Contracts," requires that reinsurance receivables and prepaid
reinsurance  premiums be reported as assets, rather than netted against the
related insurance liabilities.   Adoption of  this standard did not  have a
material impact on the consolidated financial statements.

SFAS 114, "Accounting by Creditors for Impairment of a Loan," requires that
certain impaired loans be reported at the  present value of expected future
cash  flows, the  loan's  observable market  price,  or the  fair value  of
underlying collateral.   Adoption of this standard did  not have a material
impact on the consolidated financial statements.

At December 31, 1993, the Company adopted SFAS 115, "Accounting for Certain
Investments  in Debt and Equity  Securities."  This  standard requires that
debt and  equity securities be carried at fair value unless the Company has
the  positive intent  and ability  to hold  these investments  to maturity.
Upon adoption, the Company reported all investment securities at fair value
and recorded net unrealized gains on investment securities of $33.4 million
in shareholder's equity.  



Note 4.  Purchase of Assets from Affiliate

During  1995, a  subsidiary of  AGFC purchased  finance receivables  from a
subsidiary of American General for $29.3 million.
<PAGE>
<PAGE> 39

Notes to Consolidated Financial Statements, Continued


Note 5.  Finance Receivables

Loans  collateralized by security  interests in real  estate generally have
maximum original terms  of 180  months.  Loans  collateralized by  consumer
goods, automobiles or other chattel security, and loans that are unsecured,
generally have maximum original terms of 60 months.  Retail sales contracts
are  collateralized  principally by  consumer  goods  and automobiles,  and
generally  have maximum  original terms  of 60 months.   Private  label are
secured by a  purchase money security interest  in the goods  purchased and
generally  require minimum  monthly payments  based upon  current balances.
Credit card receivables are unsecured  and require minimum monthly payments
based  upon current  balances.   Of  the  loans  and retail  sales  finance
outstanding at December 31, 1995, 93% were secured by the  real or personal
property of  the borrower.  At December 31, 1995, mortgage loans (generally
second mortgages) accounted for 51% of the aggregate dollar amount of loans
outstanding and 10% of the total number of loans outstanding.

Contractual maturities of finance receivables were as follows:

                                    December 31, 1995        
                           Net Receivables       Percent of
                               Amount         Net Receivables
                                 (dollars in thousands)

1996                         $3,205,549            38.11%
1997                          1,547,179            18.40
1998                            947,168            11.26
1999                            503,796             5.99
2000                            299,838             3.57
2001 and thereafter           1,906,864            22.67 

Total                        $8,410,394           100.00%


Experience of the  Company has shown that a substantial  portion of finance
receivables will be renewed, converted, or paid  in full prior to maturity.
Accordingly, the preceding information as to contractual maturities  should
not be considered as a forecast of future cash collections.  Principal cash
collections and such collections as a percentage of average net receivables
were as follows:
                                                  1995           1994   
                                                (dollars in thousands)
Loans:
  Principal cash collections                   $2,587,659     $2,436,747
  Percent of average net receivables               46.25%         47.78%

Retail sales finance:
  Principal cash collections                   $1,884,972     $1,454,419
  Percent of average net receivables               86.37%         92.14%

Credit cards:
  Principal cash collections                   $  454,125     $  431,426
  Percent of average net receivables               89.64%        103.32%
<PAGE>
<PAGE> 40

Notes to Consolidated Financial Statements, Continued


Unused  credit  limits on  private  label extended  by the  Company  to its
customers were $3.5 billion and $2.4 billion at December 31, 1995 and 1994,
respectively.  Unused credit limits on credit cards extended by the Company
to its  customers were $2.0 billion  and $1.7 billion at  December 31, 1995
and 1994,  respectively.   Unused credit  limits on  loan and other  retail
sales finance  revolving lines  of credit  extended by  the Company  to its
customers were $266.4 million and  $260.2 million at December 31, 1995  and
1994, respectively.  All unused credit limits,  in part or in total, can be
cancelled at the  discretion of the Company, and are  not indicative of the
amounts expected to be funded.

Geographic diversification of finance receivables reduces the concentration
of credit risk associated with a recession  in any one region.  The largest
concentrations of finance receivables, net of unearned finance charges, are
as follows:

                    December 31, 1995            December 31, 1994    
Location           Amount       Percent         Amount       Percent  
                  (dollars in thousands)       (dollars in thousands)

California      $  886,974         10.55%    $  810,562         10.23%
N. Carolina        737,630          8.77        638,942          8.07
Florida            626,519          7.45        574,229          7.25
Illinois           489,840          5.82        458,170          5.78
Indiana            454,892          5.41        410,265          5.18
Ohio               439,522          5.23        400,643          5.06
Virginia           392,146          4.66        355,094          4.48
Georgia            372,963          4.43        347,321          4.39
Other            4,009,908         47.68      3,925,086         49.56 

                $8,410,394        100.00%    $7,920,312        100.00%


During 1995, the  Company securitized  its portfolio of  private label  and
credit card finance receivables to  establish additional sources of funding
and liquidity.    On May  17,  1995, the  Company  sold $100.0  million  of
securitized  finance receivables  with limited recourse.   At  December 31,
1995, the amount of securitized finance receivables sold remained at $100.0
million.    Although  the  Company   continues  to  service  these  finance
receivables  and  maintains  the  customer  relationships, the  securitized
finance receivables sold were treated as a sale with an immaterial gain for
financial  reporting  purposes.    Accordingly,  the  securitized   finance
receivables sold  are not  reflected on  the Company's  balance sheet.   In
addition,  the  sale   of  securitized  finance   receivables  results   in
effectively  recording finance  charge revenues  and provision  for finance
receivable losses on such finance receivables sold in other revenues.
<PAGE>
<PAGE> 41

Notes to Consolidated Financial Statements, Continued


Note 6.  Allowance for Finance Receivable Losses

The changes in  the allowance  for finance receivable  losses are  detailed
below.   See Management's  Discussion and Analysis  in Item  7. herein  for
discussion of activity.
                                       1995         1994         1993  
                                           (dollars in thousands)

Balance at beginning of year         $226,226     $183,756     $161,678
Provision for finance receivable
  losses                              574,166      213,987      162,847
Allowance related to net acquired
  receivables and other                 3,190          970          (21)
Charge-offs:
  Finance receivables charged off    (351,876)    (209,340)    (169,758)
  Recoveries                           40,418       36,853       29,010
  Net charge-offs                    (311,458)    (172,487)    (140,748)

Balance at end of year               $492,124     $226,226     $183,756


Management believes the  adequacy of the  allowance for finance  receivable
losses is a material estimate and that it is reasonably possible a material
change  to such estimate could occur in the near term due to changes in the
economy and other conditions that influence  net charge-offs.  See Note  2.
for  information  on  the  determination   of  the  allowance  for  finance
receivable losses.



Note 7.  Investment Securities

At December 31, 1995 and 1994, all investment securities were classified as
available-for-sale and reported  at fair value.  Investment securities were
as follows at December 31:

                                   Fair Value           Amortized Cost  
                                 1995       1994       1995       1994  
                                        (dollars in thousands)
Fixed-maturity investment
  securities:
  Bonds:
    Corporate securities       $438,527   $324,706   $409,898   $338,624
    Mortgage-backed securities  234,148    206,120    223,951    222,788
    States and political
      subdivisions              157,068    123,116    149,240    124,701
    Other                        47,186     38,561     35,242     34,297
  Redeemable preferred stocks     6,956      8,782      6,764      9,334
Total                           883,885    701,285    825,095    729,744
Non-redeemable preferred
  stocks                            890      1,225        584      1,084

Total investment securities    $884,775   $702,510   $825,679   $730,828
<PAGE>
<PAGE> 42

Notes to Consolidated Financial Statements, Continued


At  December  31,  the gross  unrealized  gains  and  losses on  investment
securities were as follows:
                                     Gross                 Gross
                                Unrealized Gains      Unrealized Losses 
                                 1995       1994       1995       1994  
                                         (dollars in thousands)
Fixed-maturity investment               
  securities:               
  Bonds:
    Corporate securities       $30,050     $ 3,701   $ 1,421     $17,619
    Mortgage-backed securities  10,356         781       159      17,449
    State and political
      subdivisions               7,895       2,534        67       4,119
    Other                       11,944       4,539       -           275
  Redeemable preferred stocks      270         -          78         552
Total                           60,515      11,555     1,725      40,014
Non-redeemable preferred
  stocks                           306         215       -            74

Total investment securities    $60,821     $11,770   $ 1,725     $40,088


During  the years  ended  December 31,  1995,  1994, and  1993,  investment
securities with  a fair value of $108.7  million, $81.2 million, and $141.4
million,  respectively, were sold or redeemed.  The gross realized gains on
such  investment securities sales or  redemptions totaled $1.3 million, $.3
million,  and $7.4  million, respectively.   The  gross realized  losses on
investments totaled $.6 million, $.6 million and $.1 million, respectively.

The  contractual maturities  of fixed-maturity  securities at  December 31,
1995 were as follows:
                                            Fair       Amortized
                                            Value         Cost  
                                          (dollars in thousands)
Fixed maturities, excluding               
  mortgage-backed securities:
    Due in 1 year or less                 $ 10,022      $  9,906
    Due after 1 year through 5 years        81,197        76,573
    Due after 5 years through 10 years     389,231       364,096
    Due after 10 years                     169,287       150,569
Mortgage-backed securities                 234,148       223,951

Total                                     $883,885      $825,095


Actual maturities may  differ from contractual  maturities since  borrowers
may have the right to call or prepay obligations.  Company requirements and
investment  strategies  may  result  in  the  sale  of  investments  before
maturity.

Certain of  the bonds were  on deposit  with regulatory  authorities.   The
carrying  values  of  such bonds  were  $8.2 million  and  $7.5  million at
December 31, 1995 and 1994, respectively.
<PAGE>
<PAGE> 43

Notes to Consolidated Financial Statements, Continued


Note 8.  Costs In Excess of Net Assets Acquired

Goodwill, resulting  from the excess  of the  purchase price paid  over the
fair  value of  separately identified  tangible  and intangible  net assets
acquired,  totaled $280.0 million and  $289.0 million at  December 31, 1995
and 1994, respectively.  Accumulated amortization totaled $68.8 million and
$59.8 million at December 31, 1995 and 1994, respectively. 

Included in other assets is a  customer base valuation of $28.6 million and
$21.6 million at December 31,  1995 and 1994, respectively, which is  being
amortized to  operating expenses  on  a straight-line  basis over  5 to  25
years.



Note 9.  Long-term Debt

Maturities of long-term debt at December 31, 1995 were as follows:

Maturity                   Carrying Value    
                       (dollars in thousands)        

1996                         $  608,350
1997                          1,218,661
1998                            810,740
1999                            535,114
2000                            936,898
2001-2005                       572,118
2006-2009                       298,002

Total                        $4,979,883


Two  debt issues of the Company are redeemable prior to maturity at par, at
the option of the  holders.  If these issues were  so redeemed, the amounts
above would increase $148.9 million in 1996 and $149.1 million  in 1999 and
would decrease $298.0 million in 2009.

                            Carrying Value              Fair Value      
Type of Debt              1995         1994         1995         1994   
                                     (dollars in thousands)

Senior                 $4,979,883   $4,162,978   $5,225,034   $4,058,247
Senior subordinated          -         149,954         -         149,922

Total                  $4,979,883   $4,312,932   $5,225,034   $4,208,169
<PAGE>
<PAGE> 44

Notes to Consolidated Financial Statements, Continued


The weighted  average interest  rates  on long-term  debt by  type were  as
follows:
                               Years Ended December 31,     December 31, 
                                  1995          1994       1995     1994 

Senior                            7.26%         7.28%      7.26%    7.20%
Senior subordinated               6.44          7.46         -      6.46
Total                             7.26          7.33       7.26     7.17


Certain  debt  agreements  contain  restrictions on  consolidated  retained
earnings for certain purposes (see Note 15.).



Note 10.  Short-term Notes Payable and Credit Facilities

AGFC and one of its subsidiaries issue commercial paper with terms  ranging
from 1 to  270 days.  Information concerning short-term  notes payable  for
commercial paper and to banks was as follows:

                                         1995        1994        1993   
                                            (dollars in thousands)

Maximum borrowings at any month end   $2,764,804  $2,770,886  $1,886,426
Average borrowings                    $2,489,880  $2,138,124  $1,780,732
Weighted average interest rate,
  giving effect to interest 
  conversion agreements and 
  commitment fees                          6.52%       5.18%       4.11%
Weighted average interest rate,
  at December 31,                          5.74%       5.85%       3.30%


Credit  facilities are  maintained  to support  the issuance  of commercial
paper   and  to  provide  an  additional  source  of  funds  for  operating
requirements.  At  December 31, 1995  and 1994, the  Company had  committed
credit facilities of  $800.0 million and $500.0  million, respectively, and
was an eligible borrower under $2.4 billion and $2.5 billion, respectively,
of  committed credit facilities extended to American General and certain of
its  subsidiaries.  The annual commitment fees for all committed facilities
ranged from .06% to .11%.  The Company pays commitment  fees for the shared
committed  facilities only on its  allocated portion which  at December 31,
1995 was $1.6 billion.  At December 31, 1995 and 1994, the Company also had
$621.0 million  and $611.0  million,  respectively, of  uncommitted  credit
facilities and was  an eligible  borrower under $185.0  million and  $195.0
million,   respectively,  of  uncommitted  credit  facilities  extended  to
American  General and certain  of its  subsidiaries.   Available borrowings
under  all facilities  are reduced  by any amounts  outstanding thereunder.
At December 31, 1995  and 1994,  Company short-term  borrowings outstanding
under  all  credit  facilities  were $289.1  million  and  $160.9  million,
respectively, and Company long-term borrowings outstanding under all credit
facilities were  $68.4  million  and  $168.1  million,  respectively,  with
remaining availability to  the Company  of $3.2 billion  and $3.0  billion,
<PAGE>
<PAGE> 45

Notes to Consolidated Financial Statements, Continued


respectively,  in  committed  facilities  and  $448.5  million  and  $477.0
million, respectively, in uncommitted facilities.



Note 11.  Derivative Financial Instruments 

The Company  is  neither a  dealer  nor a  trader  in derivative  financial
instruments.   The Company uses interest conversion agreements and has used
options on interest conversion agreements to manage the Company's  exposure
to market interest rate risk associated with funding activities.

The Company's  objective  for  using  interest  conversion  agreements  and
options  on interest  conversion  agreements is  to synthetically  modify a
portion  of the  Company's  floating-rate funding  to  fixed rates.    Such
floating-rate   obligations   in  the   Company's   consolidated  financial
statements are carried at amortized cost (as opposed to fair value).

Fixed  interest  rates  contracted  to  be  paid  on  interest   conversion
agreements and  options on interest conversion  agreements approximated the
rates on fixed-rate  term debt  with maturities similar  to the  derivative
financial  instruments at the date of contract.  Accordingly, the Company's
use of  interest conversion agreements  and options on  interest conversion
agreements  did not have a material effect on the weighted-average interest
rate or reported interest expense in any of the three  years ended December
31, 1995.

Interest  conversion  agreements in  which  the Company  contracted  to pay
interest at fixed rates and receive interest at floating rates  were $590.0
million, $390.0 million, and $290.0 million in notional amounts at December
31, 1995, 1994, and 1993, respectively.  The weighted average interest rate
paid was  8.28%, 8.77%,  and 8.69%  for the year  ended December  31, 1995,
1994,  and 1993, respectively.  The weighted average interest rate received
was 6.10%, 4.64%, and 3.35% for the year ended December 31, 1995, 1994, and
1993,  respectively.   See Note  19.  for the  fair value  of the  interest
conversion agreements.  These  agreements mature at various dates  and have
the  respective fixed  rates at  December 31,  1995 as  shown in  the table
below:

                       Notional     Weighted Average
Maturity                Amount       Interest Rate  
                     (dollars in 
                      thousands)

  1996                 $ 50,000          8.38%
  1997                   25,000          7.17
  1998                  265,000          7.08
  1999                   50,000          9.39
  2000                  200,000          9.10

                       $590,000          8.07%
<PAGE>
<PAGE> 46

Notes to Consolidated Financial Statements, Continued


The  rollforward of notional amounts for interest conversion agreements was
as follows:
                                            Notional Amounts           
                                     1995         1994         1993    
                                         (dollars in thousands)        

Balance at beginning of year      $ 390,000    $ 290,000    $ 415,000 
New contracts (a)                   200,000      200,000       50,000 
Expired contracts                      -        (100,000)    (175,000)

Balance at end of year            $ 590,000    $ 390,000    $ 290,000

(a)  1994 and 1993 reflect options exercised.


Options  on  interest  conversion  agreements  at  December  31,  1993,  in
aggregate  notional amounts,  were  $200.0 million.    There were  no  such
agreements outstanding as  of December 31, 1995 and 1994.   All such option
agreements,  when exercised by  the counterparty, committed  the Company to
pay  interest  at fixed  rates  in  exchange  for  receiving  floating-rate
interest payments.  The related option fees received are being amortized as
a reduction of interest expense over the aggregate of the option period and
interest conversion period.

The Company  is exposed to credit  risk in the event  of non-performance by
counterparties to interest conversion  agreements.  The Company  limits its
exposure to  credit risk by  entering into  interest conversion  agreements
with counterparties having high credit ratings and by basing the amount and
term of  an agreement on  these credit ratings.   Furthermore, the  Company
regularly monitors counterparty credit  ratings throughout the term  of the
agreements.

The Company's credit  exposure on interest conversion agreements is limited
to the fair  value of interest conversion agreements that  are favorable to
the Company.   The Company does not expect any counterparty to fail to meet
its obligation;  however, non-performance would not have  a material impact
on the consolidated results of operations and financial position.

The  Company's exposure  to  market risk  is  mitigated by  the  offsetting
effects of  changes in the value  of interest conversion agreements  and of
the underlying funding to which they relate.



Note 12.  Short-term Notes Payable - Parent

Borrowings  from  American  General primarily  provide  overnight operating
liquidity when  American General is in  a surplus cash position.   All such
borrowings are made on  a due on demand basis at  short-term rates based on
overnight bank investment rates.  At December 31, 1995, 1994 and 1993, AGFI
had no borrowings outstanding with American General.
<PAGE>
<PAGE> 47

Notes to Consolidated Financial Statements, Continued


Information concerning such borrowings is as follows:

                                          1995        1994        1993  
                                             (dollars in thousands)

Maximum borrowings at any month end      $   -       $   -       $  178
Average borrowings                       $  159      $  200      $  433
Weighted average interest rate (total
  interest expense divided by average
  borrowings)                             6.05%       4.35%       3.22%



Note 13.  Income Taxes

AGFI and all  of its  subsidiaries file a  consolidated federal income  tax
return   with  American  General  and  its  subsidiaries.    AGFI  and  its
subsidiaries provide for federal income  taxes as if filing a separate  tax
return,  and pay such amounts to American  General in accordance with a tax
sharing agreement.  

Provision for income taxes is summarized as follows:

                                          Years Ended December 31,  
                                        1995        1994        1993  
                                           (dollars in thousands)  
Federal
  Current                             $118,171    $152,968    $124,295
  Deferred                             (69,572)    (17,020)     (7,617)
Total federal                           48,599     135,948     116,678
State                                  (18,705)     11,065      11,759

Total                                 $ 29,894    $147,013    $128,437


The  U.S.  statutory federal  income tax  rate  differs from  the effective
income tax rate as follows:
                                           Years Ended December 31,    
                                       1995          1994          1993 

Statutory federal income tax rate     35.00%        35.00%        35.00%
Benefit of state net operating
  loss (NOL) carryforwards            (9.90)           -             - 
Amortization of goodwill               2.85          1.13          1.17
Nontaxable investment income          (2.10)         (.55)         (.56)
State income taxes                     (.62)         1.83          2.26
Other, net                              .64           .09           .26 

Effective income tax rate             25.87%        37.50%        38.13%
<PAGE>
<PAGE> 48

Notes to Consolidated Financial Statements, Continued


During 1995, the Company recognized state NOL carryforwards resulting  from
the state's  audit of  a return  and the state's  acceptance of  an amended
return.   The Company  has recognized a  net reduction of  $16.6 million in
1995 state income tax expense primarily related to these carryforwards.  At
December 31,  1995,  the  state  NOL carryforwards  remaining  were  $650.9
million which expire in the years 2005 and 2006.

The net deferred tax asset at December 31, 1995 of $69.8 million was net of
deferred tax liabilities  totaling $141.9  million.  The  net deferred  tax
asset  at  December 31,  1994  of $13.6  million  was net  of  deferred tax
liabilities totaling  $97.8 million.   The  most  significant deferred  tax
assets relate to the  provision for finance receivable losses,  the benefit
of  the  state  NOL  carryforwards,  and insurance  premiums  recorded  for
financial  reporting purposes.    A valuation  allowance  of $39.5  million
($25.7 million aftertax) was recognized at December 31, 1995 related to the
state  NOL carryforwards.  No  valuation allowance was considered necessary
at December 31, 1994.

On August 10,  1993, the  Revenue Reconciliation Act  of 1993 was  enacted,
which increased  the corporate  tax rate  from 34%  to 35%,  retroactive to
January 1,  1993.  The additional  1% tax on earnings for  first and second
quarter 1993 was $1.6 million, and the effect of the 1% increase in the tax
rate used to value  existing deferred tax liabilities, as  required by SFAS
109,  was $.6 million.   In accordance  with SFAS 109,  this total one-time
charge  of $2.2 million was included in  provision for income taxes for the
quarter ended September 30, 1993.  



Note 14.  Capital Stock

AGFI has two classes of capital  stock:  special shares (without par value,
25 million  shares authorized)  which  may be  issued in  series with  such
dividend, liquidation,  redemption, conversion, voting and  other rights as
the board of directors may  determine prior to issuance; and common  shares
($.50  par value,  25 million shares  authorized).   Issued shares  were as
follows:

Special Shares - At December 31, 1995 and 1994, there were no shares issued
and outstanding.

Common Shares - At December 31, 1995 and 1994, there were 2  million shares
issued and outstanding.



Note 15.  Consolidated Retained Earnings

The  ability of  AGFI to  pay dividends  is substantially dependent  on the
receipt of dividends  or other funds from its subsidiaries.   The Company's
insurance subsidiaries are restricted by state laws  as to the amounts they
may  pay  as dividends  without prior  notice to,  or  in some  cases prior
approval from, their respective  state insurance departments.   At December
<PAGE>
<PAGE> 49

Notes to Consolidated Financial Statements, Continued


31,  1995,  the maximum  amount  of  dividends which  can  be  paid by  the
Company's  insurance subsidiaries in  1996 without prior  approval is $41.9
million.   At December 31,  1995, the Company's  insurance subsidiaries had
statutory capital and surplus of $319.4  million.  Merit had $52.7  million
of accumulated  earnings at December 31,  1995 for which no  federal income
tax  provisions have  been  required.   Federal  income taxes  will  become
payable only  to the extent  such earnings are distributed  as dividends or
exceed  limits  prescribed by  tax laws.    No distributions  are presently
contemplated from  these earnings.  If such earnings were to become taxable
at  December 31,  1995,  the federal  income  tax would  approximate  $18.4
million.

The amount of dividends  which may be paid by AGFC is limited by provisions
of  certain  of  its financing  agreements.    Under  the most  restrictive
provisions of such agreements, $432.6 million  of the consolidated retained
earnings of AGFC at December 31, 1995, was free from such restrictions.  At
that same date, $9.6 million of the  retained earnings of AGFI's industrial
loan company subsidiaries was unrestricted as to the payment of dividends.



Note 16.  Benefit Plans


                          RETIREMENT INCOME PLANS

The Company participates  in the American General  Retirement Plans (AGRP),
which  are  noncontributory defined  benefit  pension  plans covering  most
employees.  Pension benefits are based on the participant's average monthly
compensation and  length of credited  service.  American  General's funding
policy is to contribute annually  no more than the maximum amount  that can
be deducted for federal income tax purposes.

Equity and fixed-maturity securities were 63% and 35%, respectively, of the
plans'  assets at the plans' most recent  balance sheet dates.  The pension
plans have  purchased annuity contracts from  American General subsidiaries
to  provide benefits to certain retirees.  These annuity contracts provided
$2.2  million, $2.3 million, and $2.3 million for benefits to the Company's
retirees for the years ended December 31, 1995, 1994, and 1993.
<PAGE>
<PAGE> 50

Notes to Consolidated Financial Statements, Continued


AGFI's participation in  the AGRP is accounted for  as if AGFI had  its own
plan.   The following table sets forth  AGFI's portion of the plans' funded
status:
                                                  December 31,        
                                           1995       1994       1993 
                                             (dollars in thousands)   

Accumulated benefit obligation (a)       $46,406    $31,591    $35,868

Projected benefit obligation             $56,395    $38,778    $43,212 
Plan assets at fair value                 60,968     50,247     49,767
Plan assets in excess of projected
  benefit obligation                       4,573     11,469      6,555 
Unrecognized prior service cost             (357)      (480)      (659)
Unrecognized net loss (gain)               3,851     (2,656)     3,485 
Unrecognized net asset at
  January 1, net of amortization            (600)    (1,528)    (2,747)

Prepaid pension expense                  $ 7,467    $ 6,805    $ 6,634

(a)  Accumulated benefit obligation is over 85% vested.


Net pension expense included  the following components for the  years ended
December 31:
                                           1995       1994       1993  
                                             (dollars in thousands)    

Service cost (benefits earned)           $ 2,241    $ 2,960    $ 2,375 
Interest cost                              3,624      3,084      2,791 
Actual return on plan assets             (11,283)      (237)    (6,112)
Amortization of prior service costs         (118)      (154)      (157)
Amortization of unrecognized net
  asset existing at date of
  initial application                     (1,176)    (1,190)    (1,190)
Deferral of net asset gain (loss)          6,527     (4,179)     2,224 

Total pension (income) expense           $  (185)   $   284    $   (69)


Additional assumptions concerning the determination of net pension costs is
as follows:
                                           1995       1994       1993 
 
Weighted average discount rate             7.25%      8.50%      7.25%  
Expected long-term rate of
  return on plan assets                   10.00      10.00      10.00  
Rate of increase in 
  compensation levels                      4.00       4.00       4.00  
<PAGE>
<PAGE> 51 

Notes to Consolidated Financial Statements, Continued


                POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company participates in American General's life, medical,  supplemental
major medical, and dental  plans for certain retired employees.  Most plans
are  contributory, with  retiree contributions  adjusted annually  to limit
employer contributions to predetermined amounts.   American General and its
subsidiaries  have reserved the right to change or eliminate these benefits
at any time.

American General's  life plans are fully insured.  A portion of the retiree
medical  and  dental  plans  are  funded  through  a  voluntary  employees'
beneficiary association  (VEBA)  established  in  1994;  the  remainder  is
unfunded and self-insured.   All of the  retiree medical and dental  plans'
assets held in the VEBA  were invested in readily marketable  securities at
the plans' most recent balance sheet date.

AGFI's participation  in the plans is accounted for as  if AGFI had its own
plans.    The following  table  sets forth  AGFI's  portion  of the  plans'
combined funded status:

                                                  December 31,     
                                              1995            1994 
                                             (dollars in thousands)
Actuarial present value of benefit
  obligation:

Retirees                                     $1,545          $1,847
Fully eligible active plan participants         713             610
Other active plan participants                4,226           3,616
Accumulated postretirement benefit
  obligation                                  6,484           6,073
Plan assets at fair value                        89             110 
Accumulated postretirement benefit
  obligation in excess of plan assets
  at fair value                               6,395           5,963
Unrecognized net loss                           247             373

Accrued postretirement benefit cost          $6,642          $6,336


Postretirement benefit expense  included the following  components for  the
year ended December 31:
                                              1995            1994 
                                             (dollars in thousands)

Service cost (benefits earned)               $ 216            $ 271
Interest cost                                  463              470
Actual return on plan assets                   (21)              (2)
Deferral of net asset (loss) gain              (11)               2

Postretirement benefit expense               $ 647            $ 741
<PAGE>
<PAGE> 52

Notes to Consolidated Financial Statements, Continued


The weighted-average  discount rate  used  in determining  the  accumulated
postretirement benefit obligation for the years ended December 31, 1995 and
1994 was 7.25% and 8.50%, respectively.  For measurement purposes, an 11.5%
annual  rate of  increase in  the per  capita cost  of covered  health care
benefits was assumed in 1996; the rate was assumed to decrease gradually to
6% in 2007 and  remain at that level.   A 1% increase in this  assumed rate
results in an immaterial increase in the accumulated postretirement benefit
obligation and postretirement benefit expense.  



Note 17.  Lease Commitments, Rent Expense and Contingent Liabilities

The  approximate  annual  rental  commitments  for  leased  office   space,
automobiles  and data  processing and  related  equipment accounted  for as
operating leases,  excluding  leases  on a  month-to-month  basis,  are  as
follows:   1996, $28.8 million;  1997, $23.7 million;  1998, $17.7 million;
1999,  $12.3 million;  2000, $6.6  million; and  subsequent to  2000, $14.8
million.

Taxes, insurance  and maintenance expenses  are obligations of  the Company
under  certain  leases.   It  is expected  that,  in the  normal  course of
business, leases that expire will be renewed or replaced by leases on other
properties; therefore,  it is  believed that future  minimum annual  rental
commitments will not be less than the amount of rental  expense incurred in
1995.  Rental expense incurred for the years ended December 31, 1995, 1994,
and   1993,  was  $38.5   million,  $32.2   million,  and   $31.4  million,
respectively.

AGFI and certain of its subsidiaries are defendants in various lawsuits and
proceedings  arising  in the  normal  course of  business.   Some  of these
lawsuits and proceedings arise in jurisdictions such as Alabama that permit
punitive  damages disproportionate to the actual damages alleged.  In light
of the uncertainties inherent in any litigation, no assurances can be given
as to the  ultimate outcome of  these lawsuits  and proceedings.   However,
AGFI and its subsidiaries  believe that there are meritorious  defenses for
all of these claims and are defending them vigorously.
<PAGE>
<PAGE> 53

Notes to Consolidated Financial Statements, Continued


Note 18.  Interim Financial Information (Unaudited)

Unaudited interim information for 1995 and 1994 is summarized below:


                                Total Revenues       
Three Months Ended          1995              1994   
                            (dollars in thousands)

    March 31             $  430,748        $  335,587
    June 30                 449,149           360,413
    September 30            459,380           386,928
    December 31             452,217           408,311

    Total                $1,791,494        $1,491,239


                            Income Before Provision
                               for Income Taxes      
Three Months Ended          1995              1994   
                            (dollars in thousands)

    March 31             $   95,530        $   86,018
    June 30                  99,559            98,176
    September 30             60,380           101,271
    December 31            (139,920) (a)      106,536

    Total                $  115,549        $  392,001


                                  Net Income         
Three Months Ended          1995              1994   
                            (dollars in thousands)

    March 31             $   60,101        $   53,162
    June 30                  62,405            61,145
    September 30             54,956            63,580
    December 31             (91,807) (a)       67,101

    Total                $   85,655        $  244,988


(a)  Includes increase in allowance for finance receivable losses of $216.0
     million ($140.2 million aftertax).
<PAGE>
<PAGE> 54

Notes to Consolidated Financial Statements, Continued


Note 19.  Fair Value of Financial Instruments

The carrying values and  estimated fair values of certain  of the Company's
financial instruments are  presented below.   Care should  be exercised  in
drawing  conclusions based on fair  value, since the  fair values presented
below do not include the value  associated with all of the Company's assets
and liabilities.

                               December 31, 1995       December 31, 1994  
                             Carrying        Fair    Carrying        Fair
                              Value         Value     Value         Value 
Assets                                   (dollars in thousands)

Net finance receivables,
  less allowance for finance
  receivable losses         $7,918,270  $7,918,270  $7,694,086  $7,694,086 
Investment securities          884,775     884,775     702,510     702,510 
Cash and cash equivalents      103,238     103,238      52,729      52,729 


Liabilities

Long-term debt              (4,979,883) (5,225,034) (4,312,932) (4,208,169)
Short-term notes payable    (2,483,871) (2,483,871) (2,771,463) (2,771,463)
Investment certificates         (6,197)     (6,264)     (6,601)     (6,648)


Off-Balance Sheet Financial
  Instruments

Unused credit limits:
  Credit cards                       -           -           -           - 
  Private label                      -           -           -           - 
  Loan and other retail sales
    finance revolving lines
    of credit                        -           -           -           - 
Interest conversion agreements       -     (50,232)          -     (13,407)



                  VALUATION METHODOLOGIES AND ASSUMPTIONS

The  following methods  and assumptions  were used  in estimating  the fair
value of the Company's financial instruments.


Finance Receivables

Fair value of net  finance receivables (which approximates  carrying amount
less allowance for finance receivable losses) was estimated using projected
cash flows, computed by  category of finance receivable, discounted  at the
weighted-average interest rates currently being offered for similar finance
receivables.  Cash flows  were based on contractual payment  terms adjusted
<PAGE>
<PAGE> 55

Notes to Consolidated Financial Statements, Continued


for delinquencies and finance receivable losses.  The fair  value  estimate
does not reflect the value of the  underlying customer relationships or the
related distribution system.


Investment Securities

Fair values of  investment securities  are based on  quoted market  prices,
where  available.   For  investment securities  not  actively traded,  fair
values were  estimated  using  values  obtained  from  independent  pricing
services  or,  in  the case  of  some  private  placements, by  discounting
expected future cash flows using a current market rate applicable to yield,
credit quality, and average life of the investments.


Cash and Cash Equivalents

The carrying amounts reported  in the Consolidated Balance Sheets  for cash
and cash equivalents approximate those assets' fair values.


Long-term Debt

The fair values of  the Company's long-term borrowings are  estimated using
cash flows discounted at current borrowing rates.


Short-term Notes Payable

The carrying value of short-term notes payable approximates the fair value.


Investment Certificates

Fair values for fixed-rate  time deposits are estimated using  a discounted
cash flow calculation that  applies interest rates currently being  offered
on time deposits to a schedule of aggregated expected monthly maturities on
time  deposits.    The carrying  amounts  for  variable-rate time  deposits
approximate their fair  values at the reporting date.   The fair values for
demand deposits are, by definition, equal  to the amount payable on  demand
at the reporting date.


Unused Customer Credit Lines

The unused credit lines available to the Company's customers are considered
to have no fair value.  The interest rates charged on these facilities  can
either be changed at the Company's discretion, such as for credit cards and
private label,  or are adjustable and reprice  frequently, such as for loan
and other retail  sales finance  revolving lines of  credit.   Furthermore,
these amounts, in part or in  total, can be cancelled at the discretion  of
the Company.
<PAGE>
<PAGE> 56

Notes to Consolidated Financial Statements, Continued


Interest Conversion Agreements

Fair values for the  Company's interest conversion agreements are  based on
estimates,  obtained  from the  individual counterparties,  of the  cost or
benefit of terminating the agreements at the balance sheet date.
<PAGE>
<PAGE> 57

                                  PART IV



Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K


(a) (1) and (2) The following consolidated financial statements of American
    General Finance, Inc. and subsidiaries are included in Item 8:

         Consolidated Balance Sheets, December 31, 1995 and 1994

         Consolidated Statements  of Income, years ended December 31, 1995,
         1994, and 1993

         Consolidated  Statements  of  Shareholder's  Equity,  years  ended
         December 31, 1995, 1994, and 1993

         Consolidated  Statements of Cash  Flows, years ended  December 31,
         1995, 1994, and 1993

         Notes to Consolidated Financial Statements

    Schedule I--Condensed Financial  Information of Registrant is  included
    in Item 14(d).

    All  other  schedules for  which provision  is  made in  the applicable
    accounting regulations  of the Securities and  Exchange Commission have
    been  omitted,  because  they  are  inapplicable,  or  the  information
    required therein  is included in the  consolidated financial statements
    or notes.

    (3)  Exhibits:

         Exhibits  are  listed  in the  Exhibit  Index beginning on page 64
         herein.

(b) Reports on Form 8-K

    Current Report on Form 8-K dated November 8, 1995, with  respect to the
    election of  Frederick W.  Geissinger as  Chairman and  Chief Executive
    Officer of AGFC and the Company.

    Current Report on Form 8-K dated  January 10, 1996, with respect to the
    issuance of a News Release announcing an increase  in the allowance for
    finance receivable losses of $216 million in the fourth quarter of 1995
    and  a capital  contribution from  American General  of $80  million in
    December, 1995.

(c) Exhibits

    The exhibits  required to be included  in this portion of  Item 14. are
    submitted as a separate section of this report.
<PAGE>
<PAGE> 58

Item 14(d).


Schedule I - Condensed Financial Information of Registrant


                       American General Finance, Inc.

                          Condensed Balance Sheets


                                                     December 31,      
                                                  1995          1994   
                                                (dollars in thousands)
Assets   

Cash                                          $      441     $      151
Investments in subsidiaries                    1,470,410      1,348,916
Notes receivable from subsidiaries               187,038          3,299
Other assets                                      49,332         49,145

Total assets                                  $1,707,221     $1,401,511


Liabilities and Shareholder's Equity

Senior long-term debt, 5.0% - 12.5%,
  due 1996-2000                               $   43,989     $   47,706
Notes payable to banks                           153,400        141,000
Notes payable to subsidiaries                    187,038           - 
Other liabilities                                  1,013          1,065

Total liabilities                                385,440        189,771

Shareholder's equity:
  Common stock                                     1,000          1,000
  Additional paid-in capital                     696,128        616,021
  Other equity                                    38,412        (18,407)
  Retained earnings                              586,241        613,126

Total shareholder's equity                     1,321,781      1,211,740

Total liabilities and shareholder's equity    $1,707,221     $1,401,511



See Notes to Condensed Financial Statements.
<PAGE>
<PAGE> 59

Schedule I, Continued



                       American General Finance, Inc.

                       Condensed Statements of Income




                                               Years Ended December 31,  
                                               1995      1994      1993  
                                                (dollars in thousands)

Revenues
  Dividends received from subsidiaries       $108,633  $119,145  $152,555
  Finance charges                                -      151,246    84,367
  Interest and other                            6,703    13,816     3,517

Total revenues                                115,336   284,207   240,439

Expenses
  Interest expense                             12,639    83,070    40,122
  Operating expenses                            8,386    41,638    24,967
  Provision for finance
    receivable losses                            -       51,492    24,429

Total expenses                                 21,025   176,200    89,518

Income before income taxes, equity
  in undistributed net income of
  subsidiaries, and cumulative 
  effect of accounting changes                 94,311   108,007   150,921

Income Tax Credit                               5,026     3,925       584

Income before equity in undistributed
  net income of subsidiaries and 
  cumulative effect of accounting 
  changes                                      99,337   111,932   151,505

Equity in Undistributed Net Income 
  of Subsidiaries                             (13,682)  133,056    56,888

Income before cumulative effect of
  accounting changes                           85,655   244,988   208,393
 
Cumulative Effect of Accounting Changes
  Parent company                                 -         -           65
  Subsidiaries                                   -         -      (12,717)

Net Income                                   $ 85,655  $244,988  $195,741



See Notes to Condensed Financial Statements.
<PAGE>
<PAGE> 60

Schedule I, Continued

                       American General Finance, Inc.

                     Condensed Statements of Cash Flows


                                                Years ended December 31,   
                                               1995       1994       1993
                                                 (dollars in thousands)  
Cash Flows from Operating Activities
Net Income                                   $ 85,655   $244,988   $195,741
Reconciling adjustments to net cash 
  provided by operating activities:
    Equity in undistributed net income 
      of subsidiaries                          13,682   (133,056)   (44,171)
    Provision for finance receivable
      losses                                     -        51,492     24,429
    Change in dividends receivable               -        32,512    (11,239)
    Change in other assets and other 
      liabilities                              16,685      6,653      9,326 
    Other, net                                  7,801     (5,546)     1,290
Net cash provided by operating activities     123,823    197,043    175,376

Cash Flows from Investing Activities
  Capital contribution to subsidiaries        (80,228)    (6,667)    (4,577)
  Return of capital from subsidiary              -         7,435       - 
  Participation in finance receivables           -    (1,246,417)  (677,847)
  Cash collections on participated
    finance receivables                          -       548,384    487,200
  Sale of participated finance receivables       -     1,205,945       - 
  Transfer of subsidiary                        1,871       -          - 
  Net additions to fixed assets               (14,615)    (7,955)   (18,249)
  Other, net                                   (9,168)     4,175        209 
Net cash (used for) provided by
  investing activities                       (102,140)   504,900   (213,264)

Cash Flows from Financing Activities
  Proceeds from issuance of
    long-term debt                              8,597      5,664     17,320
  Repayment of long-term debt                 (13,149)   (12,118)   (11,448)
  Change in notes receivable or payable
    with parent and subsidiaries                3,299   (576,555)   194,585
  Change in notes payable to banks             12,400     21,000       - 
  Capital contribution from parent             80,000       -          - 
  Common stock dividends paid                (112,540)  (140,000)  (162,600)
Net cash (used for) provided by
  financing activities                        (21,393)  (702,009)    37,857 

Increase (decrease) in cash                       290        (66)       (31)
Cash at beginning of year                         151        217        248
Cash at end of year                          $    441   $    151   $    217



See Notes to Condensed Financial Statements.
<PAGE>
<PAGE> 61

Schedule I, Continued


                       American General Finance, Inc.

                  Notes to Condensed Financial Statements

                             December 31, 1995




Note 1.  Accounting Policies

In  the  financial  statements  of the  registrant,  AGFI's  investments in
subsidiaries are stated at cost plus the equity in undistributed net income
of subsidiaries since the date of the acquisition.  The condensed financial
statements  of the  registrant should  be read  in conjunction  with AGFI's
consolidated financial statements.



Note 2.  Long-Term Debt

The  aggregate amounts  of long-term  senior debt  maturities for  the five
years subsequent to December 31, 1995, are as follows:  1996, $8.5 million;
1997, $15.3 million;  1998, $11.8  million; 1999, $4.8  million; and  2000,
$3.6 million.



Note 3.  Participation Agreement

On  May 1, 1992, AGFI  entered into a  participation agreement whereby AGFI
purchased finance receivables from a subsidiary.  The servicing fee expense
recorded  by AGFI  for the  participation transaction  for the  years ended
December  31,  1994  and   1993  was  $30.1  million  and   $18.2  million,
respectively.   On  December  31,  1994, the  participation  agreement  was
transferred to a subsidiary of AGFI.
<PAGE>
<PAGE> 62

                                 Signatures


Pursuant to  the requirements  of Section  13  or 15(d)  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 on March
20, 1996.

                                       AMERICAN GENERAL FINANCE, INC.


                                       By: /s/  Philip M. Hanley          
                                       Philip M. Hanley
                                       (Senior Vice President and
                                        Chief Financial Officer)

Pursuant to the  requirements of the Securities Exchange Act  of 1934, this
report has  been signed below  by the  following persons on  behalf of  the
registrant and in the capacities indicated on March 20, 1996.


/s/  Frederick W. Geissinger           /s/  Harold S. Hook
Frederick W. Geissinger                Harold S. Hook
(Chairman, President, and Chief        (Director)
 Executive Officer and Director -
 Principal Executive Officer)
                                       /s/  James R. Jerwers
                                       James R. Jerwers
/s/  Philip M. Hanley                  (Director)
Philip M. Hanley
(Senior Vice President and Chief
 Financial Officer and Director -      /s/  Larry R. Klaholz
 Principal Financial Officer)          Larry R. Klaholz
                                       (Director)

/s/  George W. Schmidt              
George W. Schmidt                      /s/  Jon P. Newton
(Controller and Assistant Secretary -  Jon P. Newton
 Principal Accounting Officer)         (Director)


/s/  Wayne D. Baker                    /s/  David C. Seeley 
Wayne D. Baker                         David C. Seeley
(Director)                             (Director)


/s/  Robert M. Devlin                  /s/  Austin P. Young              
Robert M. Devlin                       Austin P. Young
(Director)                             (Director)


/s/  Bennie D. Hendrix              
Bennie D. Hendrix
(Director)
<PAGE>
<PAGE> 63

SUPPLEMENTAL INFORMATION  TO BE FURNISHED  WITH REPORTS  FILED PURSUANT  TO
SECTION 15(D) OF THE SECURITIES EXCHANGE  ACT OF 1934 BY REGISTRANTS  WHICH
HAVE NOT REGISTERED  SECURITIES PURSUANT  TO SECTION 12  OF THE  SECURITIES
EXCHANGE ACT OF 1934.

No  annual report to  security-holders or proxy  material has been  sent to
security-holders.
<PAGE>
<PAGE> 64

                                Exhibit Index


Exhibits                                                                    Page
(3)  a.  Restated  Articles of Incorporation  of American  General Finance,
         Inc. (formerly Credithrift Financial, Inc.) dated May 27, 1988 and
         amendments thereto  dated September  7, 1988  and March  20, 1989.
         Incorporated by reference to Exhibit  (3)a filed as a part of  the
         Company's Annual Report on  Form 10-K for the year  ended December
         31, 1988 (File No. 1-7422).

     b.  By-laws   of  American  General   Finance,  Inc.  Incorporated  by
         reference to Exhibit (3)b filed as a  part of the Company's Annual
         Report on Form 10-K for the year ended December 31, 1992 (File No.
         1-7422).

(4)  a.  The following instruments are filed pursuant to Item 601(b)(4)(ii)
         of Regulation S-K, which requires with certain exceptions that all
         instruments be filed which  define the rights of holders  of long-
         term  debt of the Company  and its consolidated  subsidiaries.  In
         the  aggregate,  the  outstanding  issuances of  debt  under  each
         Indenture  referred to under items  (1), (2) and  (3) below exceed
         10% of the total assets of the Company on a consolidated basis.

         (1)  Senior Indenture dated  as of February 1,  1993 from American
              General  Finance Corporation to  Citibank, N.A.  Incorporated
              by  reference to  Exhibit 4(a)  filed as  a part  of American
              General Finance Corporation's  Registration Statement on Form
              S-3 (Registration No. 33-57910).

              (a)  Resolutions and  form of  note for senior  notes, 6 3/8%
                   due  March 15,  2003.    Incorporated  by  reference  to
                   Exhibits 4(a)  and 4(b)  filed  as  a part  of  American
                   General  Finance  Corporation's  Current Report  on Form
                   8-K dated March 4, 1993 (File No. 1-6155).

              (b)  Resolutions  and form  of note for  senior notes, 5% due
                   June 15, 1996.   Incorporated  by reference  to Exhibits
                   4(a) and  4(b)  filed  as a  part  of  American  General
                   Finance  Corporation's  Current Report on Form 8-K dated
                   June 10, 1993 (File No. 1-6155).

              (c)  Resolutions and form of  note  for senior  notes, 5 7/8%
                   due  July  1,  2000.    Incorporated   by  reference  to
                   Exhibits  4(a) and  4(b)  filed  as  a part  of American
                   General  Finance  Corporation's  Current Report  on Form
                   8-K dated June 29, 1993 (File No. 1-6155).

              (d)  Resolutions  and  form  of note for  senior notes, 5.80%
                   due  April  1,  1997.    Incorporated  by  reference  to
                   Exhibits 4(a)  and 4(b)  filed as  a  part  of  American
                   General  Finance  Corporation's  Current Report  on Form
                   8-K dated March 22, 1994 (File No. 1-6155).
<PAGE>
<PAGE> 65

Exhibit Index, Continued


Exhibits                                                                    Page
              (e)  Resolutions  and form of  note for senior notes,  6 5/8%
                   due  June  1,  1997.    Incorporated  by   reference  to
                   Exhibits 4(a)  and 4(b)  filed  as  a  part  of American
                   General Finance Corporation's  Current  Report  on  Form
                   8-K dated May 17, 1994 (File No. 1-6155).

              (f)  Resolutions  and  form of  note for senior notes, 6 7/8%
                   due  July  1,  1999.     Incorporated  by  reference  to
                   Exhibits  4(a) and 4(b)  filed  as  a part  of  American
                   General Finance  Corporation's  Current  Report on  Form
                   8-K dated June 8, 1994 (File No. 1-6155).

              (g)  Resolutions  and form  of note  for senior notes, 7% due
                   October  1,  1997.     Incorporated  by   reference   to
                   Exhibits 4(a)  and 4(b)  filed  as a  part  of  American
                   General Finance  Corporation's  Current  Report on  Form
                   8-K dated September 26, 1994 (File No. 1-6155).

              (h)  Resolutions  and  form of note  for  senior notes, 7.70%
                   due  November  15, 1997.  Incorporated  by  reference to
                   Exhibits 4(a)  and 4(b)  filed  as  a part  of  American
                   General Finance  Corporation's  Current  Report on  Form
                   8-K dated November 10, 1994 (File No. 1-6155).

              (i)  Resolutions and  form of  note for  senior notes, 8 1/4%
                   due  January  15, 1998.   Incorporated by  reference  to
                   Exhibits  4(a) and 4(b)  filed  as  a part  of  American
                   General Finance  Corporation's  Current  Report on  Form
                   8-K dated January 6, 1995 (File No. 1-6155).
  
         (2)  Senior Indenture dated as  of November 1, 1991  from American
              General Finance Corporation  to Citibank, N.A., as  successor
              trustee.   Incorporated by reference to Exhibit 4(a) filed as
              a part  of  American General  Finance  Corporation's  Current
              Report on Form 8-K dated November 6, 1991 (File No. 1-6155).

              (a)  Resolutions  and form  of note for senior notes,  7 3/8%
                   due  November  15, 1996.  Incorporated  by  reference to
                   Exhibits  4(c)  and 4(d)  filed  as  a part  of American
                   General Finance  Corporation's  Current  Report on  Form
                   8-K dated November 6, 1991 (File No. 1-6155).

              (b)  Resolutions  and  form of note  for  senior notes, 7.15%
                   due  May  15,  1997.     Incorporated  by  reference  to
                   Exhibits  4(a) and 4(b)  filed  as  a part  of  American
                   General Finance  Corporation's  Current  Report on  Form
                   8-K dated May 13, 1992 (File No. 1-6155).
<PAGE>
<PAGE> 66

Exhibit Index, Continued


Exhibits                                                                    Page
              (c)  Resolutions and  form  of note  for  senior notes, 7.45%
                   due  July  1,  2002.     Incorporated  by  reference  to
                   Exhibits  4(a) and  4(b)  filed  as  a part  of American
                   General  Finance  Corporation's  Current  Report on Form
                   8-K dated July 2, 1992 (File No. 1-6155).

              (d)  Resolutions  and form of note  for senior  notes, 7 1/8%
                   due December  1, 1999.   Incorporated  by  reference  to
                   Exhibits 4(a) and  4(b)  filed  as  a  part of  American
                   General  Finance  Corporation's  Current Report  on Form
                   8-K dated December 1, 1992 (File No. 1-6155).

              (e)  Resolutions  and  forms  of notes  for (senior)  Medium-
                   Term  Notes,  Series C.   Incorporated  by  reference to
                   Exhibits  4(a),  4(b)  and  4(c)  filed  as  a  part  of
                   American General Finance  Corporation's  Current  Report
                   on Form 8-K dated December 10, 1992 (File No. 1-6155).

              (f)  Resolutions and form of note for  senior  notes,  6 7/8%
                   due January  15, 2000.   Incorporated  by  reference  to
                   Exhibits 4(a)  and 4(b)  filed  as  a  part of  American
                   General  Finance  Corporation's  Current Report  on Form
                   8-K dated January 11, 1993 (File No. 1-6155).

              (g)  Resolutions for  (senior)  Medium-Term  Notes, Series C.
                   Incorporated by  reference to  Exhibit 4 filed as a part
                   of  American   General  Finance   Corporation's  Current
                   Report  on  Form 8-K  dated  April 6, 1994  (File No. 1-
                   6155).

         (3)  Indenture dated as  of October 1, 1994  from American General
              Finance  Corporation to  The Chase  Manhattan Bank  (National
              Association).   Incorporated  by  reference  to Exhibit  4(a)
              filed  as a  part of  American General  Finance Corporation's
              Registration  Statement on  Form  S-3  (Registration No.  33-
              55803).

              (a)  Resolutions and form of note for  senior notes,  8%  due
                   February  15,  2000.     Incorporated  by  reference  to
                   Exhibits  4(a)  and 4(b)  filed  as  a part  of American
                   General  Finance  Corporation's  Current  Report on Form
                   8-K dated February 3, 1995 (File No. 1-6155).

              (b)  Resolutions and forms  of  notes  for  (senior)  Medium-
                   Term  Notes,  Series D.   Incorporated  by  reference to
                   Exhibits  4(a),  4(b)  and  4(c)  filed  as  a  part  of
                   American  General  Finance Corporation's  Current Report
                   on Form 8-K dated February 13, 1995 (File No. 1-6155).
<PAGE>
<PAGE> 67

Exhibit Index, Continued


Exhibits                                                                    Page
              (c)  Resolutions  and form  of note for senior notes, 7  1/4%
                   due  March  1,  1998.    Incorporated  by  reference  to
                   Exhibits 4(a)  and 4(b)  filed as  a  part  of  American
                   General  Finance  Corporation's  Current  Report on Form
                   8-K dated February 27, 1995 (File No. 1-6155).

              (d)  Resolutions  and form of  note for  senior notes, 7 1/4%
                   due  April  15,  2000.   Incorporated  by  reference  to
                   Exhibits  4(a)  and  4(b)  filed as  a part  of American
                   General Finance  Corporation's  Current  Report  on Form
                   8-K dated April 11, 1995 (File No. 1-6155).

              (e)  Resolutions  and form of  note for senior  notes, 7 1/4%
                   due  May  15,  2005.     Incorporated  by  reference  to
                   Exhibits  4(a)  and  4(b)  filed as  a part of  American
                   General  Finance  Corporation's  Current Report  on Form
                   8-K dated May 5, 1995 (File No. 1-6155).
                  
              (f)  Resolutions  for (senior)  Medium-Term  Notes, Series D.
                   Incorporated by reference to  Exhibit 4  filed as a part
                   of  American   General   Finance  Corporation's  Current
                   Report  on Form  8-K dated  November  16, 1995 (File No.
                   1-6155).

     b.  In   accordance   with  Item  601(b)(4)(iii)  of  Regulation  S-K,
         certain  other  instruments  defining  the  rights  of  holders of
         long-term  debt  of  the Company  and  its  subsidiaries  have not
         been  filed as  exhibits  to  this  Annual  Report  on  Form  10-K
         because   the   total   amount   of  securities   authorized   and
         outstanding  under each  such instrument  does  not exceed  10% of
         the total assets  of the  Company  on a  consolidated  basis.  The
         Company  hereby agrees  to furnish a copy of each such  instrument
         to the Securities and Exchange Commission upon request therefor.

(12)  Computation of ratio of earnings to fixed charges.                     68

(23)  Consent of Ernst & Young LLP, Independent Auditors                     69

(27)  Financial Data Schedule                                                70
<PAGE>