USLIFE CORP
S-3/A, 1997-08-13
LIFE INSURANCE
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  As filed with the Securities and Exchange Commission
on August 13, 1997.
                                  Registration No. 33-67344





            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549
                                                    

             POST-EFFECTIVE AMENDMENT NO. 1
                           TO
                        Form S-3
                            
                 REGISTRATION STATEMENT
                          UNDER
               THE SECURITIES ACT OF 1933
                                                      


                    USLIFE CORPORATION
  (Exact Name of Registrant as Specified in its Charter)

New York                       13-2578598
(State of Incorporation)   (I.R.S.
                                       Employer Identification No.)

                     125 Maiden Lane
                New York, New York  10038
                     (212) 709-6000
   (Address, Including Zip Code, and Telephone Number,
                  Including Area Code,
       of Registrant's Principal Executive Offices)


                                                           



                    Mark S. Berg, Esq.
         Senior Vice President and General Counsel
               American General Corporation
         2929 Allen Parkway, Houston, Texas 77019
                      (713) 522-1111
 (Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent for Service)


                                                           






                                                           




On August 12, 1993, USLIFE Corporation (the "Company") filed
Registration Statement No. 33-67344 on Form S-3 (the "Shelf
Registration Statement") to register $150,000,000 aggregate
principal amount of debt securities consisting of debentures,
notes and/or other unsecured evidences of indebtedness (the
"Debt Securities") to be sold from time to time pursuant to
Rule 415 under the Securities Act of 1933, as amended.  The
Shelf Registration Statement became effective on December 23,
1993.  On June 17, 1997, the Company was acquired by American
General Corporation in an all stock transaction and became a
wholly owned subsidiary of American General Corporation.  The
Debt Securities have not been, and will not be, issued by the
Company pursuant to the Shelf Registration Statement. 
Accordingly, this Post-Effective Amendment serves to
deregister the entire $150,000,000 aggregate principal amount
of the Debt Securities.


<PAGE>
                       SIGNATURES

    Pursuant to the requirements of the Securities Act of
1933, as amended, USLIFE Corporation certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York on
August 13, 1997.

                             USLIFE CORPORATION


                             By:  /s/ ROBERT M. DEVLIN
                                    Robert M. Devlin
                                    Chief Executive Officer

    Pursuant to the requirements of the Securities Act of
1933, as amended, this Post-Effective Amendment No. 1 to the
Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

    Signature                Title                         Date 


/s/ ROBERT M. DEVLIN  Chairman, Chief Executive Officer
August 13, 1997
 (Robert M. Devlin)            and Director (Principal
                                          Executive Officer)


/s/ NEAL M. STERN   Senior Vice President-Controller
August 13, 1997
(Neal M. Stern)           (Principal Financial Officer and 
                                    Principal Accounting Officer)


/s/ JAMES S. D'AGOSTINO, JR.      Director                 August 13, 1997
(James S. D'Agostino, Jr.)


/s/ JON P. NEWTON                      Director            August 13, 1997
(Jon P. Newton)


/s/ RODNEY O. MARTIN, JR.   Director                      August 13, 1997
(Rodney O. Martin, Jr.)


/s/ CHRISTOPHER S. RUISI     Director                      August 13, 1997
(Christopher S. Ruisi)


/s/ CARL J. SANTILLO              Director                      August 13, 1997
(Carl J. Santillo)




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