AMERICAN GENERAL FINANCE CORP
8-A12B, 1994-05-18
PERSONAL CREDIT INSTITUTIONS
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                                   FORM 8-A

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C.  20549



               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



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



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


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



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

 Title of each class           Name of each exchange on which
 to be so registered           each class is to be registered

 6 3/8% Senior Notes           New York Stock Exchange
 due March 1, 2003
 8.45% Senior Notes            New York Stock Exchange
 due October 15, 2009



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

                                     NONE
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Item 1.  Description of Registrant's Securities to be Registered.

      The securities registered consist of:

      (i)  $150,000,000 principal amount of 6 3/8% Senior Notes due March 1,
      2003 of the Registrant as described in the Prospectus contained in the
      Registration Statement on Form S-3, No. 33-57910, as filed with the
      Securities and Exchange Commission (the "Commission") on February 4,
      1993, under the caption "Description of Debt Securities" on pages 5-13
      thereof, which description is incorporated herein by reference, and as
      further described in the Prospectus Supplement dated March 4, 1993 as
      filed with the Commission on March 8, 1993, under the caption
      "Description of Notes" on pages S-2 and S-3 thereof, which description
      is incorporated herein by reference; and

      (ii)  $150,000,000 principal amount of 8.45% Senior Notes due October
      15, 2009 of the Registrant as described in the Prospectus contained in
      Amendment No. 1 to Registration Statement on Form S-3, No. 33-22885, as
      filed with the Commission on July 8, 1988, under the caption
      "Description of Debt Securities" on pages 31-38 thereof, which
      description is incorporated herein by reference, and as further
      described in the Prospectus Supplement dated October 24, 1989, as filed
      with the Commission on October 26, 1989, under the caption "Description
      of Notes" on pages S-2 and S-3 thereof, which description is
      incorporated herein by reference.

Item 2.  Exhibits.

      I.1.a. -    Specimen Global Certificate of the 6 3/8% Senior Note due
                  March 1, 2003 (incorporated herein by reference to Exhibit
                  4(b) to the Registrant's Form 8-K dated March 4, 1993, File
                  No. 1-6155).

      I.1.b. -    Specimen Certificate of the 8.45% Senior Note due
                  October 15, 2009 (incorporated herein by reference to
                  Exhibit 4(a)(2) to the Registrant's Form 8-K dated October
                  24, 1989, File No. 1-6155).

      I.2.a. -    Prospectus dated March 1, 1993 relating to the 6 3/8% Senior
                  Notes due March 1, 2003 (incorporated herein by reference to
                  the Registrant's Registration Statement on Form S-3, No.
                  33-57910, filed with the Commission on February 4, 1993,
                  File No. 1-6155). 

      I.2.b. -    Prospectus Supplement dated March 4, 1993 relating to the
                  6 3/8% Senior Notes due March 1, 2003 (filed with the
                  Commission on March 8, 1993, File No. 1-6155, and
                  incorporated herein by reference).



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      I.2.c. -    Prospectus dated April 20, 1989 relating to the 8.45% Senior
                  Notes due October 15, 2009 (incorporated herein by reference
                  to the Registrant's Registration Statement on Amendment No.
                  1 to Form S-3, No. 33-22885, filed with the Commission on
                  July 8, 1988, File No. 1-6155).

      I.2.d. -    Prospectus Supplement dated October 24, 1989 relating to the
                  8.45% Senior Notes due October 15, 2009 (filed with the
                  Commission on October 26, 1989, File No. 1-6155, and
                  incorporated herein by reference).

      I.2.e. -    Senior Indenture dated as of February 1, 1993 between the
                  Registrant and Citibank, N.A., Trustee, for the 6 3/8%
                  Senior Notes due March 1, 2003 (incorporated herein by
                  reference to Exhibit 4(a) to the Registrant's Registration
                  Statement on Form S-3, No. 33-57910, filed with the
                  Commission on February 4, 1993, File No. 1-6155).

      I.2.f. -    Indenture dated as of January 1, 1988 between the Registrant
                  and Continental Bank N.A. (formerly Continental Illinois
                  National Bank and Trust Company of Chicago), Trustee, for
                  the 8.45% Senior Notes due October 15, 2009 (incorporated
                  herein by reference to Exhibit (4)c. to the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1987, File No. 1-6155).

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                                   SIGNATURE



      Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                              AMERICAN GENERAL FINANCE
                              CORPORATION
                              (Registrant)



                              By:   /s/ PHILIP M. HANLEY     
                                    Philip M. Hanley
                                    Senior Vice President
                                    and Chief Financial Officer


                              Date:  May 18, 1994

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                                 EXHIBIT INDEX




 Exhibit
 Number                        Document               

 I.1.a.-         Specimen Global Certificate of the 6 3/8%
                 Senior Note due March 1, 2003 (incorporated
                 herein by reference to Exhibit 4(b) to the
                 Registrant's Form 8-K dated March 4, 1993,
                 File No. 1-6155).
 I.1.b.-         Specimen Certificate of the 8.45% Senior
                 Note due October 15, 2009 (incorporated
                 herein by reference to Exhibit 4(a)(2) to
                 the Registrant's Form 8-K dated October 24,
                 1989, File No. 1-6155).

 I.2.a.-         Prospectus dated March 1, 1993 relating to
                 the 6 3/8% Senior Notes due March 1, 2003
                 (incorporated herein by reference to the
                 Registrant's Registration Statement on Form
                 S-3, No. 33-57910, filed with the Commission
                 on February 4, 1993, File No. 1-6155).

 I.2.b -         Prospectus Supplement dated March 4, 1993
                 relating to the 6 3/8% Senior Notes due
                 March 1, 2003 (filed with the Commission on
                 March 8, 1993, File No. 1-6155, and
                 incorporated herein by reference).
 I.2.c.-         Prospectus dated April 20, 1989 relating to
                 the 8.45% Senior Notes due October 15, 2009
                 (incorporated herein by reference to the
                 Registrant's Registration Statement on
                 Amendment No. 1 to Form S-3, No. 33-22885,
                 filed with the Commission on July 8, 1988,
                 File No. 1-6155).

 I.2.d.-         Prospectus Supplement dated October 24, 1989
                 relating to the 8.45% Senior Notes due
                 October 15, 2009 (filed with the Commission
                 on October 26, 1989, File No. 1-6155, and
                 incorporated herein by reference).









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 I.2.e.-         Senior Indenture dated as of February 1,
                 1993 between the Registrant and Citibank,
                 N.A., Trustee, for the 6 3/8% Senior Notes
                 due March 1, 2003 (incorporated herein by
                 reference to Exhibit 4(a) to the
                 Registrant's Registration Statement on Form
                 S-3, No. 33-57910, filed with the Commission
                 on February 4, 1993, File No. 1-6155).

 I.2.f.-         Indenture dated as of January 1, 1988
                 between the Registrant and Continental Bank
                 N.A. (formerly Continental Illinois National
                 Bank and Trust Company of Chicago), Trustee,
                 for the 8.45% Senior Notes due October 15,
                 2009 (incorporated herein by reference to
                 Exhibit (4)c. to the Registrant's Annual
                 Report on Form 10-K for the fiscal year
                 ended December 31, 1987, File No. 1-6155).



































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