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                                                                   EXHIBIT 8(c)


                                VINSON & ELKINS
                               ATTORNEYS AT LAW

                             VINSON & ELKINS L.L.P
                             2300 FIRST CITY TOWER
                              1001 FANNIN STREET
                           HOUSTON, TEXAS 77002-6760

                           TELEPHONE (713) 758-2222
                              FAX (713) 758-2346

  WRITER'S TELEPHONE                                            WRITER'S FAX
    (713) 758-2192                                             (713) 615-5210


                               January 30, 1996

American General Corporation
2929 Allen Parkway
Houston, Texas 77019

Ladies and Gentlemen:

     We have been acting as counsel to American General Corporation 
("Purchaser") and its wholly-owned subsidiary, AGC Life Insurance Company 
("Sub") in connection with the transactions contemplated by the Agreement and 
Plan of Merger, dated as of October 19, 1995 and amended as of January 25, 1996,
by and among Purchaser, Sub and Independent Insurance Group, Inc. (the
"Company") (the "Merger Agreement"). The delivery of an opinion at the Effective
Time,/1/ in substance to the effect hereinafter stated, is a condition to the
obligations of Purchaser and Sub to consummate the Merger pursuant to Section
8.3(b) of the Merger Agreement.

     Our opinion is based upon (i) the Merger Agreement, (ii) the facts and 
documents set forth or referenced in Schedule 14A, Information Required in Proxy
Statement, as filed with the Securities and Exchange Commission as part of the 
Registration Statement with respect to the Merger (the "Registration 
Statement"), and (iii) the representations referenced below as to the existence 
of certain facts. Our opinion is expressly conditioned upon the initial and 
continuing accuracy of all of such facts, documents and representations.

     In rendering this opinion, we have assumed that the Merger will be 
consummated at the Effective Time strictly in accordance with the terms of the 
Merger Agreement and that there are no other agreements, arrangements, or 
understandings among any of Purchaser, Sub, the Company or the stockholders of 
the Company other than those described or referenced in the Merger Agreement or 
the Registration Statement. In addition, our opinion is expressly conditioned 
upon our receipt, at or prior to the Effective Time, of certificates executed by
officers of Purchaser, Sub and the Company, in form and substance satisfactory 
to us and on which we may rely, as to certain facts relating to, and knowledge 
and intentions of, Purchaser, Sub and the Company with respect to the Merger.

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/1/ Capitalized terms used but not defined herein have the meanings ascribed to 
    them in the Merger Agreement.


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American General Corporation
Page 2
January 30, 1996

     In rendering our opinion, we have considered the applicable provisions of 
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
promulgated thereunder, other relevant statutes, pertinent judicial authorities,
interpretive rulings of the Internal Revenue Service and such other authorities 
as we have considered relevant. It should be noted that statutes, regulations, 
judicial decisions and administrative interpretations are subject to change at 
any time, in some circumstances with retroactive effect. A material change in 
the authorities upon which our opinion is based could affect our conclusions.

    Based solely upon the foregoing, it is our opinion that, under current law:

        The Merger would be treated for Federal income tax purposes as a 
    reorganization within the meaning of Section 368(a) of the Code, and that 
    Purchaser, Sub and the Company would each be a party to that reorganization 
    within the meaning of Section 368(b) of the Code.

    We express no opinion as to the tax treatment of the Merger under the 
provisions of any other sections of the Code which also may be applicable 
thereto or to the tax treatment of any conditions existing at the time of, or 
effects resulting from, the transactions which are not specifically addressed in
the foregoing opinion.

    This opinion is given to you by us solely for your use and is not to be 
quoted or otherwise referred to or furnished to any governmental agency (other 
than to the Securities and Exchange Commission as an exhibit to the Registration
Statement or to the Internal Revenue Service in connection with an examination 
of the transactions contemplated by the Merger Agreement) or to other persons 
without our prior written consent.

    We hereby consent to the use of our name in the Registration Statement and 
to the filing of this letter as an exhibit to the Registration Statement.


                                               Very truly yours,
                                               /s/VINSON & ELKINS L.L.P.
                                               VINSON & ELKINS L.L.P.