<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 1-6155 

                    American General Finance Corporation
          (Exact name of registrant as specified in its charter)

             Indiana                           35-0416090   
     (State of incorporation)      (I.R.S. Employer Identification No.)

     601 N. W. Second Street, Evansville, IN            47708   
     (Address of principal executive offices)         (Zip code)

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

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

                                                  Name of each exchange
       Title of each class                          on which registered  
6-3/8% Senior Notes due March 1, 2003             New York Stock Exchange
8.45% Senior Notes due October 15, 2009           New York Stock Exchange

     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 10,160,012 shares of the registrant's common
stock, $.50 par value, outstanding.
<PAGE>
<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  . . . . . 27

            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  . . . . . . . . . . . . . . . . . . . . 58



      *   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> 3

                                   PART I


Item 1.  Business.


                                  GENERAL


American General  Finance Corporation (hereinafter referenced  as "AGFC" or
collectively, with its subsidiaries, whether directly or indirectly  owned,
as the "Company") was incorporated  under the laws of the State  of Indiana
in  1927 as successor  to a business  started in 1920.   All of  the common
stock of AGFC is owned by  American General Finance, Inc. (AGFI), which was
incorporated under the laws  of the State of Indiana in  1974.  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
nations'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.

AGFC is a financial services holding company, the subsidiaries of which 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.

At December  31, 1995, the Company  had 1,373 offices in  39 states, Puerto
Rico, and the  U.S. Virgin Islands and approximately  9,800 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)        $8,269,663   $6,146,644   $5,776,256

Average borrowings                 $7,209,923   $6,171,265   $5,453,440

Yield - finance charges as a
  percentage of average net
  receivables                          18.01%       17.42%       16.87%

Borrowing cost - interest
  expense as a percentage of
  average borrowings                    7.03%        6.67%        6.77%
<PAGE>
<PAGE> 4

Item 1.  Continued

                                        1995         1994         1993 

Spread between yield and
  borrowing cost                       10.98%       10.75%       10.10%

Insurance revenues as a
  percentage of average 
  net receivables                       2.69%        2.93%        2.46%

Operating expenses as a
  percentage of average
  net receivables                       5.64%        5.44%        5.26%

Allowance ratio - allowance for 
  finance receivable losses as
  a percentage of net finance 
  receivables                           5.88%        2.86%        2.60%

Charge-off ratio (defined in
  "Consumer Finance Operations -
  Finance Receivable Loss and
  Delinquency Experience" in
  Item 1. herein.)                      3.77%        2.20%        2.01%

Delinquency ratio - 60 days or more
  (defined in "Consumer Finance
  Operations - Finance Receivable
  Loss and Delinquency Experience"
  in Item 1. herein.)                   4.15%        2.89%        2.54%

Return on average assets                 .98%        2.99%        2.61%

Return on average assets before
  deducting cumulative effect
  of accounting changes                  .98%        2.99%        2.79%

Return on average equity                6.49%       19.51%       16.39%

Return on average equity before
  deducting cumulative effect
  of accounting changes                 6.49%       19.51%       17.30%

Ratio of earnings to fixed charges
  (refer to Exhibit 12 herein
  for calculations)                     1.24         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                 6.43         6.52         6.46

Debt to equity ratio                    5.02         5.19         4.67
<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.   On December  31, 1994, the  Company entered into  a
participation agreement  whereby the Company  purchases all of  the private
label (which  are included in retail sales finance) and credit card finance
receivables originated by American General Financial Center (AGFC-Utah),  a
subsidiary of AGFI.

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, issues private
label  credit cards  for various business  entities, and  purchases private
label  receivables originated  by AGFC-Utah  pursuant to  the participation
agreement entered  into on December 31,  1994.  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 purchases  MasterCard and VISA
credit   card  receivables   originated  by   AGFC-Utah  pursuant   to  the
participation  agreement entered into on  December 31, 1994.   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               $1,260,673   $1,167,879   $  930,493
    Non-real estate loans            2,950,065    2,979,086    2,475,855
    Retail sales finance (a)         2,116,605    1,598,460    1,161,933
    Credit cards (a)                   567,090          -            -  
    Total originated and renewed     6,894,433    5,745,425    4,568,281
    Net (transferred)          
      purchased (a) (b)               (171,767)   1,293,944      105,171
  Total originated, renewed,
    and purchased                   $6,722,666   $7,039,369   $4,673,452

  (a)  Private label and credit  card  finance receivables  purchased  from
       AGFC-Utah  in  1995  pursuant  to the  participation  agreement  are
       treated  as originations  by the  Company.  The initial  purchase of
       $1.3 billion  of such finance  receivables in  1994 was treated as a
       purchase.
 
  (b)  Includes transfer of finance  receivables of subsidiaries dividended
       to affiliates for 1995 of  $196.4 million and  purchases of  finance
       receivables from affiliates  for  1995,  1994,  and  1993  of  $29.3
       million, $1.3 billion, and $63.9 million, respectively.

  Number:
    Real estate loans                   72,562       70,430       57,648
    Non-real estate loans            1,443,915    1,509,223    1,272,065
    Retail sales finance             1,673,322    1,419,693    1,028,432

  Average size (to nearest dollar):
    Real estate loans                  $17,374      $16,582      $16,141
    Non-real estate loans                2,043        1,974        1,946
    Retail sales finance                 1,265        1,126        1,130

Balance at end of period:
  Amount (in thousands):
    Real estate loans               $2,817,258   $2,697,980   $2,637,266
    Non-real estate loans            2,694,369    2,656,386    2,313,478
    Retail sales finance             2,131,978    2,072,831      920,904
    Credit cards                       557,603      479,480          -  
  Total                             $8,201,208   $7,906,677   $5,871,648

  Number:
    Real estate loans                  163,803      161,859      153,273
    Non-real estate loans            1,426,394    1,430,150    1,268,178
    Retail sales finance             1,647,494    1,522,008      886,679
    Credit cards                       449,591      403,262          -  
  Total                              3,687,282    3,517,279    2,308,130

  Average size (to nearest dollar):
    Real estate loans                  $17,199      $16,669      $17,206
    Non-real estate loans                1,889        1,857        1,824
    Retail sales finance                 1,294        1,362        1,039
    Credit cards                         1,240        1,189          -  
<PAGE>
<PAGE> 7

Item 1.  Continued


Since the execution date of the private label and credit card participation
agreement with  AGFC-Utah was December  31, 1994, average  net receivables,
yield, and finance receivable loss experience information for 1994 were not
affected by the finance receivables acquired pursuant to such agreement.


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                        $5,583,148    $5,090,061    $4,887,347
Retail sales finance          2,179,910     1,056,583       888,909
Credit cards                    506,605           -             -  

Total                        $8,269,663    $6,146,644    $5,776,256


Yield

The following table details yield for the years indicated:

                                1995          1994          1993   

Loans                          18.36%        17.69%        17.07%
Retail sales finance           16.36%        16.12%        15.75%  
Credit cards                   21.28%           - %           - %  

Total                          18.01%        17.42%        16.87% 


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                $ 23,240     $ 15,387     $ 20,206
  Charge-off ratio                  0.82%        0.58%        0.74%

Non-real estate loans:
  Net charge-offs                $165,087     $ 93,666     $ 78,407
  Charge-off ratio                  6.11%        3.92%        3.75%

Total loans:
  Net charge-offs                $188,327     $109,053     $ 98,613
  Charge-off ratio                  3.38%        2.15%        2.02%

Retail sales finance:
  Net charge-offs                $ 86,507     $ 25,186     $ 17,015
  Charge-off ratio                  3.98%        2.42%        1.92%

Credit cards:
  Net charge-offs                $ 36,206     $    -       $    -
  Charge-off ratio                  7.19%          - %          - %

Total:
  Net charge-offs                $311,040     $134,239     $115,628
  Charge-off ratio                  3.77%        2.20%        2.01%
  Allowance for finance
    receivable losses (b)        $482,243     $225,922     $152,696
  Allowance ratio (b)               5.88%        2.86%        2.60%

(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.

AGFC'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                $ 59,517     $ 46,734     $ 48,426
  % of related receivables          2.01%        1.65%        1.75%

Non-real estate loans            $197,662     $140,535     $102,818
  % of related receivables          6.37%        4.54%        3.84%

Total loans                      $257,179     $187,269     $151,244
  % of related receivables          4.24%        3.16%        2.78%

Retail sales finance             $ 91,601     $ 49,247     $ 14,885
  % of related receivables          3.76%        2.13%        1.35%

Credit cards                     $ 28,520     $ 15,454     $    -
  % of related receivables          4.85%        3.25%          - %

Total                            $377,300     $251,970     $166,129
  % of related receivables          4.15%        2.89%        2.54%

(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               $4,840,860    $4,095,132    $3,805,890
Short-term debt               2,369,063     2,076,133     1,647,550

Total                        $7,209,923    $6,171,265    $5,453,440


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                  7.27%         7.33%         7.88%
Short-term debt                 6.54%         5.38%         4.20%

Total                           7.03%         6.67%         6.77%


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                           $3,131,740        $2,930,302
  1997                            1,498,083         1,203,377
  1998                              919,157           798,962
  1999                              489,914           530,286
  2000                              291,514           933,318
  2001 and thereafter             1,870,800           870,120

  Total                          $8,201,208        $7,266,365


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.
<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 AGFC 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

AGFC  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,  AGFC 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  AGFC's common stock, all of which is  owned
by AGFI.   The frequency  and amount of  cash dividends declared  on AGFC's
common stock for the years indicated were as follows:

Quarter Ended                         1995        1994  
                                    (dollars in thousands)

March 31                            $ 27,534     $30,989
June 30                               38,608      17,780
September 30                          42,367      12,700
December 31                              -         3,556

                                    $108,509     $65,025
<PAGE>
<PAGE> 16

Item 5.  Continued


See Management's Discussion and Analysis in Item 7. herein, as well as Note
16. of Notes to  Consolidated Financial Statements in Item  8. herein, with
respect to limitations  on the ability of AGFC 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    $1,789,184 $1,388,075 $1,212,917 $1,092,858   $993,405
 
Net income (b)        92,293    243,300    189,628    160,171    135,837


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

Total assets      $9,485,477 $8,918,698 $7,504,798 $6,999,570 $6,464,519

Long-term debt     4,935,894  4,265,226  3,965,772  3,558,401  2,776,561


(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 $12.6 million.  

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



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 $638.1  million in 1995  compared to $466.8
million in 1994 and $445.2  million in 1993.  Operating cash  flow combined
with the  net proceeds  of increased debt,  the change in  notes receivable
from parent  and affiliates,  the proceeds  from the  1995 sale  of finance
receivables through securitization,  and a 1995  capital contribution  from
AGFC's parent, generated cash flow of $1.2 billion in 1995 compared to $2.3
billion in 1994 and $592.0 million in  1993.  These cash flows were used to
fund the  net increases  in net  finance receivables of  $294.5 million  in
1995, $2.0 billion in 1994, and $264.6 million in 1993 and to pay dividends
to the Company's  parent of $108.5 million in 1995,  $97.5 million in 1994,
and $130.1 million in 1993.

Dividends are adjusted to  maintain the Company's targeted leverage  of 6.5
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 6.5  to 1.  See "Analysis of
Operating Results  -  Provision  for  Finance  Receivable  Losses"  herein.
AGFC's parent  demonstrated its support  by contributing  $80.0 million  of
capital in the fourth quarter of 1995 to maintain this leverage ratio.  The
amount of dividends  AGFC may  pay is effectively  limited by  restrictions
contained in  certain financing agreements.   See Note 16. 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  $8.7  billion, consisting  of  $7.3
billion of debt  and $1.4 billion  of equity, compared  to $8.2 billion  at
year-end 1994,  consisting of  $6.9  billion of  debt and  $1.3 billion  of
equity.

The Company 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  $3.8
billion, with remaining availability to  the Company of $3.6 billion.   See
Note 11.  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 $151.0 million,  or 62%, for 1995 and increased  $53.7
million, or 28%,  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.

On December 31, 1995, AGFC dividended the  common stock of two subsidiaries
operating  in Alabama  to  AGFI.   AGFI  provided  funding for  the  assets
transferred with borrowings under a demand note with AGFC.  At December 31,
1995, such  subsidiaries had 34 offices and total assets of $188.4 million,
including net finance receivables of $196.4 million.
<PAGE>
<PAGE> 19

Item 7.  Continued


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


Finance Charges

Finance  charge revenues  increased $418.7  million, or  39%, for  1995 and
$96.5 million, or  10%, for 1994  when compared to the  respective previous
year due to increases in both average net receivables and  yields.  Average
net receivables increased $2.1  billion, or 35%, during 1995  when compared
to 1994 primarily  due to the  addition of participated  private label  and
credit  card finance receivables to  the Company's portfolio  pursuant to a
participation agreement entered  into on December  31, 1994 with  AGFC-Utah
and growth in  the loan and retail sales finance  portfolios resulting from
business  development efforts.   Average  net receivables  increased $370.4
million,  or 6%, during 1994 when compared  to 1993 primarily due to growth
in the loan  and retail  sales finance portfolios  resulting from  business
development efforts and the  purchase of receivables from affiliates.   The
yield increased 59 basis points during 1995 and 55 basis points during 1994
when compared to the respective previous year primarily due to higher yield
on loans and retail sales finance.   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  $42.4 million,  or 24%,  for 1995  and $37.6
million, or  26%, 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.  Insurance revenues as a percentage of average net receivables
decreased  in  1995 when  compared  to  1994 due  to  the  addition of  the
participated  private label  and  credit cards  to  the finance  receivable
portfolio, on which insurance sales are generally less frequent.
<PAGE>
<PAGE> 20

Item 7.  Continued


Other Revenues

Other  revenues decreased  $59.9 million,  or 44%,  for 1995  and increased
$41.1 million, or 43%,  for 1994 when  compared to the respective  previous
year.  The  decrease in other revenues  for 1995 when compared to  1994 was
primarily due to a  decrease in interest revenue  on notes receivable  from
parent and affiliates partially offset by an increase in investment revenue
and  the  gain on  finance receivables  sold  through securitization.   The
decrease in interest revenue on notes receivable from parent and affiliates
for  1995 when compared to  1994 resulted from  the participation agreement
entered into on December 31, 1994 with AGFC-Utah.  Such finance receivables
totaling $1.3 billion  at December  31, 1994 were  previously purchased  by
AGFI with  funding provided  by AGFC  through  an intercompany  note.   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.  Other revenues increased for 1994 when
compared to 1993 primarily due to  an increase in interest revenue on notes
receivable from parent  and affiliates  partially offset by  a decrease  in
investment revenue.  The  increase in interest revenue on  notes receivable
from parent and affiliates for 1994 when compared to 1993 was primarily due
to the increase in AGFI's borrowings from AGFC to fund purchases of finance
receivables  from AGFC-Utah.  The  decrease in investment  revenue for 1994
when compared to 1993  resulted from realized losses on  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%.  


Interest Expense

Interest  expense increased  $94.7  million, or  23%,  for 1995  and  $42.9
million, or 12%, for 1994 when compared to the respective previous year due
to increases in average borrowings of $1.0 billion, or 17%, during 1995 and
$717.8 million, or 13%, during 1994 and an increase in borrowing cost of 36
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  10 basis points  when compared  to 1993  due to  lower long-term
borrowing  cost, partially  offset by  an increase in  short-term borrowing
cost.  
<PAGE>
<PAGE> 21

Item 7.  Continued


Operating Expenses

Operating expenses increased  $131.9 million,  or 39%, for  1995 and  $30.4
million, or  10%, 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.   During 1995
(prior to the dividend of the two subsidiaries operating in Alabama to AGFI
on  December  31, 1995),  the  Company  increased  its  finance  receivable
portfolio by over  239,000 accounts,  increased net  receivables by  $491.0
million,  opened over  100 new  consumer finance  offices, and  added 1,900
employees,  including 1,100 branch  employees and 800  employees to process
the  private label and credit  card finance receivables  resulting from the
participation agreement entered into on December 31, 1994 and the growth in
such  activity.   The  dividend of  the  subsidiaries operating  in Alabama
decreased  the  Company's  finance  receivable  portfolio  by  over  69,000
accounts totaling $196.4 million,  consumer finance offices by 34  offices,
and  branch  employees by  approximately 200  employees.   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 2.1 million, net  finance receivables increased $3.1 billion,
yield  increased to 18.01%  for 1995  from 16.43%  for 1991,  and insurance
revenues as a percentage of average net receivables increased to  2.69% for
1995  from 2.26% 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 $418.8 million, or 270%,
for  1995  and  $21.3  million,  or 16%,  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.
<PAGE>
<PAGE> 22 

Item 7.  Continued


Net  charge-offs for 1995 increased  to $311.0 million  from $134.2 million
for  1994  and $115.6  million for  1993.   The  charge-off ratio  for 1995
increased to 3.77% from 2.20% for 1994 and 2.01% for 1993.  The delinquency
ratio at  year-end 1995 increased  to 4.15% compared  to 2.89% at  1994 and
2.54% 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 5.88%
at December 31, 1995 compared to 2.86% at December 31, 1994.  The allowance
for finance receivable losses increased $256.3 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.


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.
<PAGE>
<PAGE> 23

Item 7.  Continued


Provision for Income Taxes

The provision for income  taxes decreased $112.3 million, or  77%, for 1995
and  increased  $20.7  million,  or  17%, 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 $12.6  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:
81.38% in  finance receivables,  9.32% in  investment securities,  3.45% in
other  assets,  2.95%  in  acquisition-related  goodwill,  1.97%  in  notes
receivable from parent, and .93% in cash and cash equivalents.


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 receivables
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.
<PAGE>
<PAGE> 24

Item 7.  Continued


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
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.
<PAGE>
<PAGE> 25

Item 7.  Continued


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.  

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.
<PAGE>
<PAGE> 26

Item 7.  Continued


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.


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.
<PAGE>
<PAGE> 27

Item 7.  Continued


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> 28


                       REPORT OF INDEPENDENT AUDITORS




The Board of Directors
American General Finance Corporation


We  have audited the  accompanying consolidated balance  sheets of American
General Finance Corporation (a wholly-owned subsidiary of American  General
Finance, Inc.) 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.
These  financial  statements  are  the  responsibility  of  the   Company's
management.  Our responsibility is to express an opinion on these financial
statements 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  Corporation  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.

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> 29

           American General Finance Corporation and Subsidiaries

                        Consolidated Balance Sheets

             
Assets                                                  December 31,      
                                                     1995          1994  
Finance receivables, net of unearned               (dollars in thousands)
  finance charges  (Note 5.):
    Real estate loans                             $2,817,258    $2,697,980
    Non-real estate loans                          2,694,369     2,656,386
    Retail sales finance                           2,131,978     2,072,831
    Credit cards                                     557,603       479,480

Net finance receivables                            8,201,208     7,906,677
Allowance for finance receivable
  losses  (Note 6.)                                 (482,243)     (225,922)
Net finance receivables, less allowance
  for finance receivable losses                    7,718,965     7,680,755

Investment securities  (Note 7.)                     883,895       702,110
Cash and cash equivalents                             88,297        38,543
Notes receivable from parent  (Note 8.)              187,038          -   
Goodwill  (Note 9.)                                  279,532       288,521
Other assets  (Note 9.)                              327,750       208,769

Total assets                                      $9,485,477    $8,918,698


Liabilities and Shareholder's Equity

Long-term debt  (Note 10.)                        $4,935,894    $4,265,226
Short-term notes payable:
  Commercial paper  (Notes 11. and 12.)            2,194,771     2,609,986
  Banks and other  (Notes 11. and 13.)               135,700        20,477
Insurance claims and policyholder 
  liabilities                                        483,971       466,883
Other liabilities                                    275,683       209,435
Accrued taxes                                         10,962        18,674

Total liabilities                                  8,036,981     7,590,681

Shareholder's equity: 
  Common stock  (Note 15.)                             5,080         5,080
  Additional paid-in capital                         691,914       611,914
  Net unrealized gains (losses) on
    investment securities  (Note 7.)                  38,412       (18,407)
  Retained earnings  (Note 16.)                      713,090       729,430

Total shareholder's equity                         1,448,496     1,328,017

Total liabilities and shareholder's equity        $9,485,477    $8,918,698



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

           American General Finance Corporation and Subsidiaries

                     Consolidated Statements of Income





                                      Years Ended December 31,  
                                    1995        1994        1993   
                                       (dollars in thousands)
Revenues
  Finance charges                $1,489,466  $1,070,770  $  974,276
  Insurance                         222,282     179,927     142,333
  Other                              77,436     137,378      96,308

Total revenues                    1,789,184   1,388,075   1,212,917

Expenses
  Interest expense                  506,618     411,875     368,986
  Operating expenses                466,399     334,467     304,037
  Provision for finance receivable
    losses                          573,698     154,914     133,577
  Insurance losses and loss
    adjustment expenses             116,829      97,893      79,214

Total expenses                    1,663,544     999,149     885,814

Income before provision for income
  taxes and cumulative effect of
  accounting changes                125,640     388,926     327,103

Provision for Income Taxes
  (Note 14.)                         33,347     145,626     124,884

Income before cumulative effect
  of accounting changes              92,293     243,300     202,219

Cumulative Effect of Accounting
  Changes  (Note 3.)                   -           -        (12,591)

Net Income                       $   92,293  $  243,300  $  189,628





See Notes to Consolidated Financial Statements.
<PAGE>
<PAGE> 31

           American General Finance Corporation 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      $    5,080  $    5,080  $    5,080
  Balance at end of year                 5,080       5,080       5,080

Additional Paid-in Capital
  Balance at beginning of year         611,914     611,914     611,914
  Capital contribution from parent      80,000        -           -   
  Balance at end of year               691,914     611,914     611,914

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         729,430     551,155     502,883
  Net income                            92,293     243,300     189,628
  Common stock dividends              (108,633)    (65,025)   (141,356)
  Balance at end of year               713,090     729,430     551,155

Total Shareholder's Equity          $1,448,496  $1,328,017  $1,201,889 





See Notes to Consolidated Financial Statements.
<PAGE>
<PAGE> 32
<TABLE>
           American General Finance Corporation 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                                      $   92,293   $  243,300   $  189,628
Reconciling adjustments to net cash 
  provided by operating activities:
    Provision for finance receivable losses        573,698      154,914      133,577
    Depreciation and amortization                  107,288      116,091      110,483 
    Deferral of finance receivable
      origination costs                            (73,711)     (86,581)     (70,570)
    Deferred federal income tax benefit            (69,570)      (9,720)      (6,135)
    Deferred state income tax benefit              (16,550)         -            -   
    Change in other assets and other
      liabilities                                   31,693       18,914       40,942
    Change in insurance claims and
      policyholder liabilities                      17,088       51,395       52,314
    Gain on finance receivables sold
      through securitization                        (4,552)         -            -   
    Other, net                                     (19,627)     (21,486)      (5,086)
Net cash provided by operating activities          638,050      466,827      445,153

Cash Flows from Investing Activities
  Finance receivables originated or purchased   (5,776,614)  (4,580,616)  (3,509,398)
  Principal collections on finance receivables   4,916,984    3,678,702    3,178,054
  Securitized finance receivables sold             100,000          -            -   
  Investment securities purchased                 (199,587)    (161,144)    (193,286)
  Investment securities called, matured and sold   108,656       81,161      141,394
  Change in notes receivable from parent
    and affiliates                                     -        585,385     (185,885)
  Net purchases and transfers of assets
    from affiliates                                (31,259)  (1,205,945)     (62,885)
  Other, net                                       (45,148)     (19,280)     (19,891)
Net cash used for investing activities            (926,968)  (1,621,737)    (651,897)
    
Cash Flows from Financing Activities
  Proceeds from issuance of long-term debt       1,567,933    1,075,544      987,503
  Repayment of long-term debt                     (900,760)    (779,350)    (583,400)
  Change in short-term notes payable              (299,992)     983,002      (71,378)
  Capital contribution from parent                  80,000          -            -   
  Dividends paid                                  (108,509)     (97,536)    (130,116)
Net cash provided by financing activities          338,672    1,181,660      202,609 

Increase (decrease) in cash and cash equivalents    49,754       26,750       (4,135)
Cash and cash equivalents at beginning of year      38,543       11,793       15,928 
Cash and cash equivalents at end of year        $   88,297   $   38,543   $   11,793 

Supplemental Disclosure of Cash Flow Information
  Income taxes paid                             $  156,506   $  160,116   $  127,306 
  Interest paid                                 $  489,475   $  401,763   $  372,474 

<FN>
<F1>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<PAGE> 33

           American General Finance Corporation and Subsidiaries

                 Notes to Consolidated Financial Statements

                             December 31, 1995



Note 1.  Nature of Operations

American General  Finance Corporation (hereinafter referenced  as "AGFC" or
collectively, with its subsidiaries, whether directly or indirectly  owned,
as the "Company") 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.  On December 31, 1994, the Company entered into a
participation agreement whereby  the Company purchases  all of the  private
label (which  are included in retail sales finance) and credit card finance
receivables originated  by American General  Financial Center  (AGFC-Utah),
another subsidiary of  the Company's parent, American General Finance, Inc.
(AGFI).  At December 31, 1995, the Company had  1,373 offices in 39 states,
Puerto Rico and the U.S. Virgin Islands and approximately 9,800 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  19,000 retail  merchants, issues  private label
credit cards for  approximately 150 retail merchants, and purchases private
label  receivables originated  by AGFC-Utah  pursuant to  the participation
agreement entered  into on December 31,  1994.  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
purchases MasterCard and VISA  credit card receivables originated  by AGFC-
Utah pursuant to the  participation agreement entered into on  December 31,
1994.    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  $8.2  billion  of  net  finance
receivables due from  approximately 3.7 million customer  accounts and $6.6
billion  of  credit  and  non-credit  life  insurance   in  force  covering
approximately 1.6 million customer accounts.
<PAGE>
<PAGE> 34

Notes to Consolidated Financial Statements, Continued


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 AGFC
and  its subsidiaries.    The subsidiaries  are  all wholly-owned  and  all
intercompany items have been eliminated.  All of the issued and outstanding
common  stock of  AGFC is  owned by  AGFI, a  holding company  organized to
acquire  AGFC in  a reorganization  during 1974.   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.  
<PAGE>
<PAGE> 35

Notes to Consolidated Financial Statements, Continued


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.

AGFC'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
<PAGE>
<PAGE> 36

Notes to Consolidated Financial Statements, Continued


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.  


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  the Company.
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
<PAGE>
<PAGE> 37

Notes to Consolidated Financial Statements, Continued


                           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.


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.
<PAGE>
<PAGE> 38

Notes to Consolidated Financial Statements, Continued


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.


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  20.  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
<PAGE>
<PAGE> 39

Notes to Consolidated Financial Statements, Continued


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.

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  $8.5 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.
<PAGE>
<PAGE> 40

Notes to Consolidated Financial Statements, Continued


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.  Net Purchases and Transfers of Assets from Affiliates

During  1995, a  subsidiary of  AGFC purchased  finance receivables  from a
subsidiary of American General, and a subsidiary of AGFI was transferred to
a  subsidiary of AGFC.   On December  31, 1995, AGFC  dividended the common
stock of  two subsidiaries  operating in  Alabama to  AGFI.  AGFI  provided
funding for the assets transferred with borrowings under a demand note with
AGFC.   At December  31, 1995, such  subsidiaries had 34  offices and total
assets  of  $188.4 million,  including  net finance  receivables  of $196.4
million.  See Note 8. for information on notes receivable from AGFI.

On  December 31, 1994, the  Company entered into  a participation agreement
with  AGFC-Utah whereby the Company purchased a 100% participation in AGFC-
Utah's  private  label  and  credit card  finance  receivables.    (Finance
receivables purchased from AGFC-Utah in 1995  pursuant to the participation
agreement are treated as originations  by the Company and are  not included
in the table below.)

Subsidiaries of  AGFC also purchased  finance receivables and  other assets
from subsidiaries of AGFI in 1993.  The cash paid for the net purchases and
transfers of assets from affiliates as shown in the Consolidated Statements
of Cash Flows consisted of the following:

                                       1995         1994         1993  
                                           (dollars in thousands)

Net finance receivables              $(167,128)  $1,263,366     $63,883
Allowance for finance 
  receivable losses                      9,527      (52,551)     (1,557)
Other assets (liabilities)             188,860       (4,870)        559 

Cash paid                            $  31,259   $1,205,945     $62,885
<PAGE>
<PAGE> 41

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                        $3,131,740            38.19%
 1997                         1,498,083            18.27
 1998                           919,157            11.21
 1999                           489,914             5.97
 2000                           291,514             3.55
 2001 and thereafter          1,870,800            22.81 

 Total                       $8,201,208           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                   $2,580,965     $2,431,359
  Percent of average net receivables               46.23%         47.77%

Retail sales finance:
  Principal cash collections                   $1,881,894     $1,247,343
  Percent of average net receivables               86.33%        118.05%

Credit cards:
  Principal cash collections                   $  454,125           -   
  Percent of average net receivables               89.64%           -   
<PAGE>
<PAGE> 42

Notes to Consolidated Financial Statements, Continued


Unused  credit  limits extended  by AGFC-Utah  to  its customers  were $2.6
billion and  $2.1  billion for  private  label and  $2.0 billion  and  $1.7
billion  for  credit cards  at December  31,  1995 and  1994, respectively.
These amounts,  in part or in total, can be  cancelled at the discretion of
AGFC-Utah, and are not indicative of the amount expected to be funded.  Any
such amounts of credit limits on private label and credit  cards that would
be  funded  would be  fully  participated to  the Company  pursuant  to the
participation agreement.

Unused credit  limits on  private  label extended  by  the Company  to  its
customers  were $910.4 million and $364.5 million  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 $264.5  million and  $260.1  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         10.82%    $  810,562         10.25%
N. Carolina        737,630          8.99        638,942          8.08
Florida            626,519          7.64        574,229          7.26
Illinois           489,840          5.97        458,170          5.79
Indiana            454,892          5.55        410,265          5.19
Ohio               439,522          5.36        400,643          5.07
Virginia           392,146          4.78        355,094          4.49
Georgia            372,963          4.55        347,321          4.39
Other            3,800,722         46.34      3,911,451         49.48 

                $8,201,208        100.00%    $7,906,677        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, 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> 43

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         $225,922     $152,696     $133,211
Provision for finance receivable
  losses                              573,698      154,914      133,577
Allowance related to net (transferred)  
  acquired receivables and other       (6,337)      52,551        1,536
Charge-offs:
  Finance receivables charged off    (351,333)    (168,067)    (141,732)
  Recoveries                           40,293       33,828       26,104
  Net charge-offs                    (311,040)    (134,239)    (115,628)

Balance at end of year               $482,243     $225,922     $152,696


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              156,188    122,716    148,360    124,301
    Other                        47,186     38,561     35,242     34,297
  Redeemable preferred stocks     6,956      8,782      6,764      9,334
Total                           883,005    700,885    824,215    729,344
Non-redeemable preferred
  stocks                            890      1,225        584      1,084

Total investment securities    $883,895   $702,110   $824,799   $730,428
<PAGE>
<PAGE> 44

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        80,322        75,698
    Due after 5 years through 10 years     389,226       364,091
    Due after 10 years                     169,287       150,569
Mortgage-backed securities                 234,148       223,951

Total                                     $883,005      $824,215


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> 45

Notes to Consolidated Financial Statements, Continued


Note 8.  Notes Receivable from Parent and Affiliates

Notes  receivable from  AGFI outstanding  at December  31, 1995  was $187.0
million.  At December 31, 1994, there were no intercompany notes receivable
outstanding.    Interest  revenue  on  notes  receivable  from  parent  and
affiliates for the years ended December  31, 1995, 1994, and 1993, was $2.2
million, $76.5 million, and $32.2 million, respectively.  



Note 9.  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 $279.5 million and  $288.5 million at  December 31, 1995
and 1994, respectively.  Accumulated amortization totaled $67.1 million and
$58.1 million at December 31, 1995 and 1994, respectively.

Included in  other assets is a customer base valuation of $20.1 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 25 years.



Note 10.  Long-term Debt

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

Maturity                   Carrying Value    
                       (dollars in thousands)        

1996                         $  599,831
1997                          1,203,377
1998                            798,962
1999                            530,286
2000                            933,318
2001-2005                       572,118
2006-2009                       298,002

Total                        $4,935,894


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                 $4,935,894   $4,115,272   $5,180,472   $4,008,989
Senior subordinated          -         149,954         -         149,922

Total                  $4,935,894   $4,265,226   $5,180,472   $4,158,911
<PAGE>
<PAGE> 46

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                            7.27%         7.28%      7.24%    7.17%
Senior subordinated               6.44          7.46         -      6.46
Total                             7.27          7.33       7.24     7.14


Certain  debt  agreements  contain  restrictions  on  consolidated retained
earnings for certain purposes (see Note 16.).



Note 11.  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   $2,644,804  $2,629,886  $1,746,426
Average borrowings                    $2,368,904  $1,993,919  $1,633,062
Weighted average interest rate,
  giving effect to interest
  conversion agreements and
  commitment fees                          6.54%       5.23%       4.18%
Weighted average interest rate,
  at December 31,                          5.73%       5.84%       3.28%


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
$391.0 million  and $381.0  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  $135.7  million  and  $19.9  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> 47

Notes to Consolidated Financial Statements, Continued


respectively,  in  committed  facilities  and  $371.9  million  and  $388.0
million, respectively, in uncommitted facilities.



Note 12.  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  20.  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> 48

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 13.  Short-term Notes Payable - Parent

Borrowings  from American  General  primarily  provide overnight  operating
liquidity when American General is in a surplus  cash position.  Borrowings
from  AGFI primarily provide  operating funds  for lending  activities. All
such borrowings are made on a due on demand basis at short-term rates based
on overnight  bank investment rates or  bank prime rates.   At December 31,
1995,  1994  and 1993,  AGFC had  no  borrowings outstanding  with American
General or AGFI.
<PAGE>
<PAGE> 49

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     $    -      $450,000    $ 50,000
Average borrowings                      $   159     $ 82,214    $ 14,488
Weighted average interest rate (total
  interest expense divided by average
  borrowings)                             6.05%        8.97%       6.98%



Note 14.  Income Taxes

AGFC and  all of  its subsidiaries file  a consolidated federal  income tax
return   with  American  General  and  its  subsidiaries.    AGFC  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                             $121,743    $144,738    $119,758
  Deferred                             (69,570)     (9,720)     (6,135)
Total federal                           52,173     135,018     113,623
State                                  (18,826)     10,608      11,261

Total                                 $ 33,347    $145,626    $124,884


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            (9.11)           -             - 
Amortization of goodwill               2.61          1.14          1.21
Nontaxable investment income          (1.94)         (.56)         (.58)
State income taxes                     (.63)         1.77          2.23
Other, net                              .61           .09           .31 

Effective income tax rate             26.54%        37.44%        38.17%
<PAGE>
<PAGE> 50

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 $69.6 million was net of
deferred tax liabilities  totaling $141.9  million.  The  net deferred  tax
asset  at  December 31,  1994  of $13.5  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 $1.5 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 $.9 million.   In accordance  with SFAS 109,  this total one-time
charge  of $2.4 million was included in  provision for income taxes for the
quarter ended September 30, 1993.  



Note 15.  Capital Stock

AGFC 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 10,160,012 shares
issued and outstanding.



Note 16.  Consolidated Retained Earnings

AGFC'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 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
<PAGE>
<PAGE> 51

Notes to Consolidated Financial Statements, Continued


million.  At December 31, 1995, AGFC'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.



Note 17.  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.

Pension plan activity allocated to the Company for 1995, 1994, and 1993 was
immaterial.  Because net plan assets are  not calculated separately for the
Company, the remainder of the information presented herein is for AGFI.
<PAGE>
<PAGE> 52

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> 53 

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.

Postretirement benefits other  than pension plan  activity incurred by  the
Company for 1995 and 1994 was $.6 million and $.7 million, respectively.

Because  plan information is not calculated separately for the Company, the
remainder of the information presented herein is for AGFI.

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
<PAGE>
<PAGE> 54

Notes to Consolidated Financial Statements, Continued


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


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 18.  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, $33.7 million;  1997, $22.7 million;  1998, $16.8 million;
1999,  $11.7 million;  2000, $6.4  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  $44.2   million,  $35.9  million,   and  $32.7   million,
respectively.

AGFC 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,
AGFC and its subsidiaries  believe that there are meritorious  defenses for
all of these claims and are defending them vigorously.
<PAGE>
<PAGE> 55

Notes to Consolidated Financial Statements, Continued


Note 19.  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             $  430,395        $  314,146
    June 30                 455,739           335,299
    September 30            458,606           356,710
    December 31             444,444           381,920

    Total                $1,789,184        $1,388,075


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

    March 31             $   97,529        $   83,627
    June 30                 102,282            93,613
    September 30             62,620            99,558
    December 31            (136,791) (a)      112,128

    Total                $  125,640        $  388,926


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

    March 31             $   61,424        $   51,904
    June 30                  64,188            58,010
    September 30             56,391            62,735
    December 31             (89,710) (a)       70,651

    Total                $   92,293        $  243,300


(a)  Includes increase in allowance for finance receivable losses of $216.0
     million ($140.2 million aftertax).
<PAGE>
<PAGE> 56

Notes to Consolidated Financial Statements, Continued


Note 20.  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         $7,718,965  $7,718,965  $7,680,755  $7,680,755
Investment securities          883,895     883,895     702,110     702,110
Cash and cash equivalents       88,297      88,297      38,543      38,543


Liabilities

Long-term debt              (4,935,894) (5,180,472) (4,265,226) (4,158,911)
Short-term notes payable    (2,330,471) (2,330,471) (2,630,463) (2,630,463)


Off-Balance Sheet Financial
  Instruments

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


(a)  Includes unused  credit  limits  on  credit  cards and  private  label
     extended by AGFC-Utah to  its customers.   Any such  amounts of credit
     limits that would be funded would be fully participated to the Company
     pursuant to the participation agreement.



                  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
<PAGE>
<PAGE> 57

Notes to Consolidated Financial Statements, Continued


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
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.


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.


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> 58

                                  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 Corporation 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

    All  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 61
         herein.

(b) Reports on Form 8-K

    Current Report on Form 8-K dated October 24, 1995, with respect  to the
    issuance of an Earnings Release announcing  certain unaudited financial
    results of the Company for the quarter ended September 30, 1995.

    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 AGFI and the Company.

    Current Report on Form 8-K dated November 16, 1995, with respect to the
    increase of the  authorization for issuance from $500  million to  $800
    million aggregate principal amount of the  Company's Medium-Term Notes,
    Series D.

    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 AGFI of $80 million in December, 1995.
<PAGE>
<PAGE> 59

Item 14.  Continued


    Current Report on Form 8-K dated January  29, 1996, with respect to the
    issuance of an Earnings Release announcing  certain unaudited financial
    results of the Company for the year ended December 31, 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> 60

                                 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 CORPORATION


                                       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/  Bennie D. Hendrix
Frederick W. Geissinger                Bennie D. Hendrix
(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)
<PAGE>
<PAGE>  61

                                 Exhibit Index


Exhibits                                                                    Page
(3)  a.  Restated Articles  of  Incorporation of  American General  Finance
         Corporation  (formerly  Credithrift  Financial Corporation)  dated
         July 22, 1988  and amendments  thereto dated August  25, 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. 1-6155).

     b.  By-laws of American General  Finance Corporation.  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.
         1-6155). 

(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 the Company'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  the
                   Company'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  the Company'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  the
                   Company'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  the
                   Company's Current  Report  on Form  8-K  dated March 22,
                   1994 (File No. 1-6155).
<PAGE>
<PAGE> 62

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  the
                   Company'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  the
                   Company'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  the
                   Company'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  the
                   Company'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  the
                   Company'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 the  Company'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  the
                   Company'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  the
                   Company's   Current  Report  on Form  8-K dated  May 13,
                   1992 (File No. 1-6155).
<PAGE>
<PAGE> 63

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  the
                   Company'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  the
                   Company'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 the
                   Company'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  the
                   Company'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  the  Company'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  the Company'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  the
                   Company'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 the
                   Company's  Current  Report  on  Form 8-K  dated February
                   13, 1995 (File No. 1-6155).
<PAGE>
<PAGE>  64

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  the
                   Company'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  the
                   Company'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  the
                   Company'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  the  Company'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.                     65

(23)  Consent of Ernst & Young LLP, Independent Auditors                     66

(27)  Financial Data Schedule                                                67
<PAGE>